SpiderMan Downfall
by AzureSpider
Summary: Set in my own Marvel Universe. Spider-Man is put through what is possibly his worst series of challenges yet, as old foes out for blood seek to tear his life apart. Will they succeed? Rating has been changed to M for violence, blood, and language. Enjoy
1. Birthday

**Author's Note: This begins my story Spider-Man: Downfall. As it is, I STRONGLY recommend that you take a look at my world's Spider-Man's backstory before reading this. It will make your life a lot easier. **

Chapter 1: Birthday

The sun shone magnificently through the equally magnificent city and its towering skyscrapers. He could feel the blood rush through his body and his heart pump rapidly from the constant and rapid motion, and his head was starting to throb ever so slightly from the physical exertion of it all. And yet none of that bothered him in the least.

Nothing would ruin his mood today.

As the Amazing Spider-Man swung across the city back to his apartment, all the while feeling the sheer exhilaration that came from swinging so fast through the city, he was convinced that there was not a thing here in the big apple that could possibly detract from his day in any way. The reason for that was simple: today was his birthday, 25th to be precise, and the last few years had told him that he need not worry when it came to his beloved aunt and recent wife of doing something special for him. So it was that his swing back home was an especially exhilarating one, which he chose to express by swinging by in a more robust and flamboyant manner than usual.

What could he say? He was a show-off sometimes. If he wasn't, then he wouldn't be Spider-Man.

He looked out at the majestic city facing him, marveling at its grand scope like he did every day, as he navigated through its many skyscrapers with the practiced ease that came from almost a decade of web-swinging.

As Spider-Man swung through the city, going a little lower to the ground as he did so, he felt a sudden sensation hit the back of his skull. The world slowed down for a second as he felt the destruction and alarm that was happening not that far from where he was. His "Spider-Sense" was at work again, warning him of nearby danger. Being Spider-Man, that meant that he was about to rush head-long into it.

Needless to say, he doubted that his spider-sense was designed for that purpose, telling him when crimes for him to stop were happening, more likely it was to urge him to _stay away _from anything bad that was happening. And yet he ignored it when it did that. One could argue that that wasn't very bright of him.

Still, "With great power comes great responsibility" were the words Spider-Man lived, and would most certainly die by, though he hoped that it would never come to that. And besides, his spider-sense was buzzing only slightly this time, suggesting that it was a minor threat, nothing that he couldn't handle. And as Spider-Man swung into view to confront the perpetrator, or rather _perpetrators_, he could see why that was.

They were Shocker and the Enforcers: Ox, Montana, and Fancy Dan. They were some of the first foes he had ever faced, and in the case of the Enforcers, some of the most pathetic excuses for foes that he had ever faced. The Enforcers, while they passed themselves off as a deadly trio that would murder for the right price, were little more than glorified purse-snatchers when going up against someone with superhuman strength, agility, and something resembling a brain in his head. Shocker, on the other hand, was surprisingly resourceful and persistent for a supposed D-lister: though Spidey had trounced him with ease the first time they fought by just webbing up his shock gauntlets, Shocker had since taken measures to ensure that he would not be so easily defeated in future encounters. He was also pretty flexible by super-villain standards, not limiting himself to any one particular type of crime. Still, how the authorities could never seem to keep the guy in jail was kind of hard to imagine, but Spidey reasoned that Shocker was just a natural survivor.

Between the four of them, Spidey figured that the fight just might enter the area of almost-challenging, but he doubted it. And indeed, one strand of webbing and a bit of pulling was all it took to deal with the Enforcer's leader Montana, who ended up hanging upside-down from a lamp-post for his troubles. By that point, the other three villains looked up to see their least favorite person in the world leaping down at them.

"Hi, guys. Surprised? What'd you expect, Captain America?"

Spidey went down at the villains, first firing some strands of webbing into Ox's face, effectively blinding him, before landing on the roof of the jewelry store Shocker and company had just robbed. He dived to one side to avoid Shocker's predictable response-a shock blast from one of his gauntlets-and also fired a strand of webbing around Ox's legs. One pull was all it took to bring the brutish thug down.

Fancy Dan, ever the quick shooter, was a little tougher. Once more webbing from Spidey had disarmed him of his guns, he was surprisingly quick on his feet, being able to dodge many of Spidey's punches and kicks before he got bold and tried to grab Spidey's leg. He was on the floor bruised and webbed up just a few seconds after that.

"_Thanks for teaching me some more moves Felicia…"_

Spider-Man's spider-sense began to buzz once more and he leaped out of the way, just barely avoiding Shocker's next blast. Shocker refused to let up and kept at him, firing blast after blast, all of which Spidey easily dodged. For the web-head, getting hit was not the problem: the problem was that Shocker's missed blasts were causing damage and were going to hurt or even kill someone if he did not end the fight as quickly and efficiently as possible. And so, with that in mind, Spidey moved in, continuing to dodge Shocker's blasts, and put as much force as he could into one knock-out punch.

Shocker's padded suit minimized the pain felt from the blow, but he still staggered back, and Spidey could tell that his head was no doubt throbbing from the hit. A follow-up attack would be all that was required to take Shocker down. As Shocker attempted to steel himself from the pain, Spider-Man resorted to his infamous smart-ass remarks to keep Shocker distracted and angry.

"So, honestly, what is this Shocker? Like the fifth time I've had to take you down? No wait, wait, it's the seventh, right? What with you being on the Sinister Six and Syndicate and all…"

"SHUT UP, YA BASTARD I'M TRYING TO THINK STRAIGHT!"

"Ooh, ouch. Temper, temper, Shocky. Well, I can see you're not in the mood to play around, and, honestly, neither am I, so whaddya say…"

Spidey dodged Shocker's next couple of random and poorly directed blasts and leaped forward, launching upward the second he landed on the ground near Shocker and landing a vicious uppercut to his jaw, which knocked him out.

"That we end this little fiesta and all walk away happy, OK? Well, not in your case anyway, what with you going to prison and all…again…"

No sooner did Spider-Man finish webbing up Shocker, Ox, and Fancy Dan completely did he hear the familiar sounds of police sirens. Spidey took that as his cue to scram, swinging back to his apartment as fast as he possibly could. He looked out at the sky and could see that it still wasn't quite evening yet. That meant that he still had time to get back home before his party started, unless of course Aunt May and Mary Jane's surprise was something that was happening way early, in which case he had screwed up his own birthday party…

Wouldn't be the first time.

-X-

Spider-Man swung by the new apartment he and MJ now shared. The combined salaries from MJ's acting career and Peter's job at the Bugle had been enough to afford something a bit classier than what Peter had been dwelling in throughout college. As it was, Peter was not sorry in the least to be leaving his old apartment and he had the suspicion that his landlady was not sad to see him go either…

Peter kept out of sight as he landed in an alleyway behind the apartment complex and changed out of his costume. He then went in through the back and made his way up the stairs and through the halls to his and MJ's room, his anticipation growing with every step-partly out of excitement, and also out of fear that he might be late for his own party. Upon reaching the door, he breathed a sigh, composed himself, and opened the door…

All of Peter's fears evaporated as he was greeted with his favorite sight in the world: Mary Jane's smiling face, which he got to admire for all of a second before MJ grabbed him as hard as she could and planted a big kiss on his mouth to the joy and applause of the other people present. Peter quickly overcame his surprise and closed his eyes to cherish the moment. Once he and MJ were done kissing, Peter got to see who had come to his party: Aside from his Aunt May, Hobbie, Glory, Flash, Felicia, Liz, and his old pal Harry were all there to celebrate his birthday. It really was nice to see this little circle of friends of his all gathered here today to celebrate this day with him. Definitely a far cry from his "puny parker" days when his having friends was unheard of. Now he had several, and the real irony of it all was that two of his prime tormenters were now among his closest friends.

"Happy birthday Peter" Aunt May said with a loving smile. Peter smiled back and gave his old aunt a hug before greeting his friends, including Harry, whom he hadn't seen in years. It made for a nice reunion as Peter happily embraced his old buddy.

"Harry, how have you been? It feels like I haven't seen you in ages!"

"Well, actually, it has been a while since you and I last spoke. I have been kind of busy. Dad's business doesn't run itself, so I've been having to take over the reins for years now. And usually I'm either in a board-meeting or on a boat or plane to G-d knows where. I never seem to be able to actually look at any of the good stuff that Stromm designs…So how have you been doing? Replaced ESU's science professors yet?"

"HA! I wish. Nah, I've still got my job at the Bugle. Besides, no one can ever replace Dr. Connors…"

"Maybe not. Still, I think you outsmart half of them already"

"Gee, thanks Harry. You seem to be the only one who thinks so"

"I don't know about that," Mary Jane added playfully.

Peter smiled at his wife's sweetness and then walked over to Flash, preparing himself for one of his former rival's trademark bone-crushing handshakes.

"And how's the Big Man on Campus been doing?"

A cocky smile that Peter had already seen a hundred times materialized on Flash's face. "Doing good now that you mention it. That campus has me as its gym teacher these days. I've never felt happier to be at school in my life."

Flash's light-hearted tone became a bit more serious when he pulled Peter close to him and whispered:

"Hey, Parker, whose the white-haired chick? She's smoking hot"

"Wait, you mean Felicia? Yeah, don't hurt yourself Flash. She's not a good match for you."

"Not a good match? Parker, have you forgotten? No woman can resist the Flash…"

And with that, Flash walked over to Felicia Hardy to strike up a conversation and Peter shook his head. Flash was his friend these days, but even so, there were some things that never changed. Deciding to spare himself from having to watch what would no doubt be a painful sight, Peter walked over to his fiancée. As he did, he found himself realizing that it was kind of unusual that Felicia was even here. True, she did know who he was, but that had been the reason they'd broken up in the first place: she had no love for Peter Parker, just Spider-Man. So then why come to Peter Parker's birthday? Peter had no idea. A change of heart perhaps? As he walked over to Mary Jane, who was in the process of preparing appetizers for everyone. As he approached, she looked up and smiled at him as she kept working on the dip.

"So, what took you so long Tiger?"

"Eh, usual occupational hazards. Shocker and the Enforcers. Nothing I couldn't handle" Peter replied as he took to helping MJ with the food.

"I'm glad. I would had to have gone out with a signal flare if you'd taken any longer."

"You could have just called" Peter said as he tried in vain to make the deviled eggs properly.

"Where's the fun in that?"

"Come on MJ, I thought you knew: I'm no fun at all"

"Oh I wouldn't say that…" MJ snuck another kiss on Peter's lips before he could react in time. So much for superhuman reflexes. Though he wasn't sure he minded either. Being near Mary Jane was something that Peter never tired of, and it was only the wait for a more stable life that was keeping them from marrying. But at the rate that was going, it wouldn't be long before things really started to improve and they could finally get together…

Peter was shaken out of his thoughts when his aunt suddenly brought out the birthday cake. He smiled and prepared to blow out the 25 candles on the cake…

-X-

One cake later, and everyone was sitting down and relaxing as Flash was entertaining the others with a bevy of his many football stories, and how in each one he always managed to win the game, usually against unlikely odds. Granted, Flash would occasionally exaggerate what had actually happened, or would sometimes leave out or add certain details to add to the drama or make himself look better, but Peter was content to let Flash have his fun all the same. He was just glad to have this night all to himself. A night where he could throw off his great responsibility just long enough to spend his birthday with his friends and family. He was definitely going to enjoy it…

Eventually, all of Peter's friends decided that it was time to go, and Peter and MJ bid them all goodnight. Peter and Harry had one last hand-shake and Peter asked if they could talk again sometime.

"Ah, I'd love to Peter, really. But like I said, dad's business does not run itself, and these days, between Stark and Obadiah industries, it's a fight to stay in business. Sorry Peter."

"All right, I guess I'll have to settle for less…take care Harry."

"Likewise Peter."

And with that, Harry was out the door along with Liz. He was followed by an ever-blissful looking Hobbie Brown and Glory Grant. Peter smiled as he watched them go. Those two had been together throughout College and beyond, and Peter was left kind of surprised that they weren't still married yet. He figured that they, much like him and MJ, wanted their lives to be a bit more stable first. Next out the door was a now dejected Flash Thompson, and then finally the woman who had been the first to ever brush him off. Unlike the others, Felicia was in no hurry to leave. She stopped at the door and looked at Peter with those piercing green eyes of hers. It unnerved Peter slightly that her gaze could still do that to him…

"Your friend, Flash is cute…but unfortunately not my type"

"Yeah, I figured. Tried to warn him too, but a willful beast must go its own way"

"Indeed. Well, happy birthday Peter"

And with that, Felicia was off with the others. Peter could overhear his aunt and MJ talking to one another as she disappeared.

"Not to be a judgmental Judy, but I don't care for that woman. She's a bad influence on Peter…"

"You know I am within ear-shot Aunt May. And come on…" Peter walked over to his aunt and fiancée as he continued:

"…Am I not still the same old loveable Peter Parker you raised with so much care?"

Aunt May smiled at her nephew's easy-going demeanor, and replied: "Yes, Peter, you're still the man I raised. Though perhaps a bit different since your younger days…"

"That's an understatement. Half-human, half-spider, it's a weird life."

"But a fun one" MJ added playfully. "I'm actually kind of jealous sometimes when I see you swinging around the city when I have to take a cab…"

"Hey trust me, swinging around all day is not as easy as it sounds, there's a lot of strenuous physical activity to be had, and—"

"OK, OK, I'll just take your word for it. Still sounds better than a cab though."

Aunt May chuckled. "OK you two, I'll just be going now. Take care Peter, and happy birthday"

"Thanks Aunt May"

Peter hugged his aunt one last time and saw her out. When he returned, he could see MJ was already cleaning up. He pitched in, and as she was washing the dishes, Peter got a good look at her beautiful face, something that he realized he had not been seeing enough of during the past week.

Well, time to make amends. The second they were done cleaning the dishes and got changed, Peter pulled MJ close to him and they shared a passionate kiss. Instinct took over after that, and their clothes dropped to the floor. They made love to one another, and then slept in each-other's arms contented.

"Happy birthday Peter"

-X-

Shocker awoke to a painful jolt of electricity that caused him to scream as loudly as he possibly could. He looked around desperately but could see nothing in the pitch-black darkness of the room. He could, however, tell that he was stuck in a steel chair, strapped onto it as if he were about to be executed in an electric chair. Same restraints. But where was he exactly? Shocker couldn't tell. He had remembered an explosion tearing through the armored police car he and the Enforcers had been placed in and passing out in the chaos of it all, but he couldn't tell who or what had caused the explosion. And now he was here. He'd been kidnapped. And whoever had kidnapped him apparently also had a real sick way of waking him up.

Then Shocker heard his "hosts" voice: "Hello, Herman. I'm so sorry for the rude awakening but I need answers and only you can give them to me"

"Where am I? Who the hell are you?" Shocker was still dazed from being painfully woken up, but tried to center himself as he asked these questions. In his wooziness, he couldn't make out the voice in the darkness, so he couldn't tell if it was someone he knew or not. And judging from how dark, deep, and also generic the voice sounded, Shocker suspected that it was being artificially masked, in which case it made no difference.

"You are in a safe-house of mine that acts as an occasional base of operations for me. Who I am is none of your concern. Just know that I was the one who tipped you and the Enforcers off regarding the diamond shipment that was deposited at the jewelry store."

"Why?"

"I wanted to evaluate Spider-Man's abilities when he inevitably showed up to combat you. However, I did not witness it for myself, so I would like you to personally recount to me the battle and what transpired"

"What's there to tell? He trounced us, it wasn't even a fight…"

"Details Herman, details. I did not go to the trouble of freeing you from police custody while your friends the Enforcers went to prison just for you to be vague with me. Tell me _everything_ about your battle with him."

"What does it matter? You knew that he was going to beat us anyway! We were no match for him and you knew it!"

"Of course I knew, but that's not the point. You're just a pawn here Herman. A pawn in my game of vengeance against the wall-crawler. And in this game, victory will only come with the proper number of twists of the knife, after it's been stabbed in all the right places of course…"

"Bite me. I don't give a damn about the wall-crawler and I ain't interested in revenge, so let me out of here and—"

Shocker felt another jolt of electricity, cutting him off and causing him to howl in pain once more.

"I don't tolerate anyone taking that tone with me. Now tell me what I wish to know"

"All right, all right! Jesus! OK, well, first he webbed Montana up…"

As Shocker recounted the tale of how Spider-Man bested him and the Enforcers, and exactly how he did so, to the best of his ability, the mysterious figure in the shadows just listened intently. Finally, Shocker concluded with him and the Enforcers being led into the police cars.

"…And I think you know the rest"

"Indeed. Extraordinary individual isn't he?"

"Yeah, a real one-of-a-kind pain in the ass. Now get me out of this chair!"

"Ah, but I'm afraid I'm not letting you out just yet Herman. As I said you're a pawn in this game, and as such I can't have you sharing any information with anyone else…"

"What? But then…what are you gonna do with me?"

"Oh, you'll see in due time. And who knows? You may just have yet another part to play in this little game…revenge is sweet. I'm not so selfish that I won't share it with anyone…"

**Author's Note: And that's the end of chapter 1. As you may have guessed from that epilogue, the rest of the story will be a great deal darker than the bulk of this chapter. It was hard writing Peter's friends and loved ones well, which, given how I'm such a Spidey-fan, is a little sad. Still, this is Chapter 1. Please review!**


	2. Savage Metamorphosis

Chapter 2: Savage Metamorphosis

It was finally done.

All of the hard work, all of the struggling. All of the promises, all of the deals…everything had finally come together into perfect completion.

Well, not _perfect_, in the sense that he still needed to test it, but after the long, hard, years he had spent slaving away at this obsession of his that last thing seemed like such a triviality.

Dr. Connors thought back to how it had all happened: back to the dry, dusty, sun-soaked lands of the middle-east, where one wrong step resulted in a lost or thoroughly ruined life. And as it so happened, he, who in a cruel twist was trying to _save _victims of terrorists and their various guns, bombs, and land mines, had lost his arm while there. Nothing had felt the same after that.

For months afterwards, Dr. Connors remembered being in a catatonic state, still far too physically weak to do much with himself, and too shell-shocked and emotionally crushed to teach. Eventually he recovered enough to teach again but it wasn't the same. He had lost his passion it seemed, his fire. He would go through it all in a depressed, dreamlike state. All of the times when he would wake up in the night grabbing for his lost arm…

Dr. Connors shook the unpleasant memories out of his head and returned to the moment at hand. No. He couldn't wait. It had to be now. He had to see this through to the end. He couldn't bear being denied his salvation any longer.

But, Dr. Connors decided, he would at least take the time to share his victory with someone he knew would understand…

-X-

Peter was awakened by the sound of a ringing phone, ruining his blissful sleep next to his wife, who was also soon awakened by the constant ringing.

"Ugh, Peter, what is that…?"

"Hang on MJ, I'm getting it…"

Peter leaned over and grabbed the phone. He put it to his ear and asked: "Yes, hello? This is Peter Parker, is there something you need?"

"Yes, Peter? It's me, Dr. Connors."

"Doctor Connors? Uh, hello. Look, my wife and I were sleeping…"

"Oh, I'm so sorry about that. No, I just wanted to tell you that I've finally finished something I've been working on for years and I just thought that you could be the first one to see it"

"Well, congratulations, but again, this is a bad time…"

"Oh yes, of course. So sorry about my intrusion. I'll give you some time to get ready…just be sure to come over sometime soon"

And with that, Connors hung up, leaving Peter wondering what it was that the good doctor had finished. He looked over at Mary Jane, who was still trying to force herself up after the rude awakening.

"Who was that?"

"Doctor Connors. He said that he finished something of his that he'd been working on for a while and that he wanted me to be the first to see it."

"Oh, how thoughtful of him. And he gave you the invitation at seven in the morning too."

"Yeah, I know, I know. Still, I think it might be worth a look if its so special to him…after I have some breakfast."

"Well, don't expect one of my special pancake batches today tiger, because I feel like way too much of a zombie right now to do anything. Least of all cook"

-X-

One hackneyed and bitter-tasting breakfast later courtesy of his inept cooking, Peter was out the door and off to Empire State University to see Dr. Connors little pet project. As a science nerd through and through, Peter couldn't help but be just a little bit curious about what it was that Connors had concocted. He had said that it had been something that he had been working on for quite some time, so that increased Peter's anticipation all the more. But what was it? Peter still couldn't figure it out. Knowing Dr. Connors, it was likely something pertaining to physics or genetics, which gave Peter some kind of idea on what it might be. Then, it suddenly hit him what it was, and Peter mentally kicked himself for not figuring it out sooner. Doctor Connors had certainly mentioned it enough times back during his college days for him to guess what it was.

"The cure"

By the time Peter had come to this realization, he was already at ESU's doors. He opened them and walked in, making his way through the familiar halls as he went to Connor's office. As he did, he walked into a familiar red-haired man with crimson-colored shades and a walking stick…

Peter quickly passed him and turned around the corner to head in the direction of Connor's office. When he arrived, he found the door unlocked. Peter opened it and headed on in, and was indeed greeted by Dr. Connors, who looked more excited than Peter had ever seen him before. He was holding in his one hand an injection gun with a vial inserted in it. The vial was filled with a strange fluid that was of no color Peter had ever seen before, and it was filled all the way. Dr. Connors beamed with pride at it before then turning to Peter:

"Ah, Peter, I'm so glad you could come. But please, shut the door, I want this to be private."

"Uh…sure" Peter walked over and shut the door as Dr. Connors continued:

"Now Peter, you know how I lost my arm several years ago while doing aid relief in the Middle East? And how I've always wanted so desperately to get it back? Not just for me, but for the good of all those with injuries like mine?"

"Yes, yes I do. And I think I know what that vial there is…that's the cure for missing limbs that you've spent years trying to make, am I right?"

"Indeed you are Peter. With this, I can not only regain my lost arm, but once I mass-produce this, millions like me will also regain their missing limbs…a definite improvement over expensive and clumsy prosthetics"

"But how does it work? I mean, its one little vial…"

"Yes, one little vial of reptile DNA. As I believe you know Peter, many a lizard can re-grow lost limbs, a truly remarkable feat. I wondered if perhaps it could be replicated. My initial attempts were unsuccessful, all of my previous serums of Lizard-DNA weren't potent enough to affect another living creature's genetic structure. But finally, I created a stable enough DNA concoction where the genetic material actually holds together instead of breaking apart, and then set about making it actually mesh with mammalian DNA. No easy feat mind you. But when I tested it on one of my tail-less mice, something amazing happened: the mouse's tail re-grew! Granted, it took a little longer than it would for an actual lizard, but its tail re-grew all the same! I knew then that this was the one. And it was about then when I first called you."

"Well, that's all really interesting Dr. Connors, but…a human being is a serious leap up from a tail-less mouse don't you think?"  
>"Peter, you know better than that. We're both mammals, and a good bit of our DNA structure is the same. Between that, I'm fairly confident this will work…"<p>

"And how do you plan on testing it…?"

"Why, with myself of course! I'm the perfect test subject! Besides, I'd never ask this of another person with my kind of injury…"

"WHAT? Dr. Connors you can't be serious. It could be risky…"

"Nonsense Peter. At worst, nothing will happen to me. This is hardly a toxic solution"

"But Dr. Connors…"

But before Peter could do a thing to stop him, Dr. Curt Connors had already injected the serum into his arm. Peter looked on helplessly as every last drop of the liquid drained into Connor's arm. Connors let out a gasp of pain and staggered before regaining his composure. Peter could see Connors manage a confident smile as Peter continued to stare at him incredulously.

"Dr. Connors…"

"I feel perfectly fine Peter. I'll call you back once I see any change in my missing arm…"

"I might not be coming back…"

And before Connors could give any kind of response to that, Peter hurried out the door, still taken-aback by what Connors had so willingly and eagerly done to himself. Peter couldn't help but be a little bit scared by it. After his own experiences with mixing his DNA with that of another animals, he couldn't help but expect the worst…

-X-

Weeks passed, and eventually, Peter's nervousness about what Dr. Connors had done to himself gradually left his mind, and soon, Peter had forgotten it completely. He had continued on with his life, as was, and that life had actually become pretty uneventful by his usual standards, right up until the day he got a phone call from Martha Connors while at the Daily Bugle. And Peter didn't like what he heard either.

"What do you mean he's gone missing?"

"He just left one day and I haven't seen him since. I searched everywhere and there's no sign of him. He's just vanished. I checked his office at ESU, everything's gone: his notes, the chemicals he was working on, everything, just vanished into thin air. Peter I don't know what to do, but it's been over a week now and Billy and I are worried sick…"

J. Jonah Jameson was calling Peter into his office but Peter didn't listen. He did his best to reassure Martha Connors:

"I understand Mrs. Connors, don't worry, I'll see what I can do"

I'm telling you Peter, something is very wrong here…"

"I know Mrs. Connors, I know. I'll figure out what's going on, I promise…"

"PARKER! GET IN HERE!"

Peter sighed and walked into J. Jonah Jameson's office where the jolly one was sitting in office chair, looking as he usually did when he called Peter in: frowning, impatient, demanding, slightly frustrated, and with his trademark brand of cigar planted firmly between his teeth. It was a sight that Peter should have been used to by this point, but was nevertheless always left exasperated by his boss's eternally irritable persona.

"Boss I was on the phone with an old friend of mine, and she's worried about her husband…"

"Well let me play you a sad song on the world's smallest violin Parker. Listen up: The Bugle's been getting reports about some kind of green-skinned man running around New York City, and it ain't the Hulk! As you're our best photographer (actually you're our only photographer right now…) I want you to go downtown where this thing was last sighted, figure out what the hell it is, and return with a couple of photos while you're at it. Understood?"

"Yes JJ..."

"Good, now get going! Can't have that cheap excuse for a paper the Globe beating us to the punch…"

And so, Peter was out the door, realizing that this "green-skinned man" might just be Dr. Connors, which got him off to a good start as far as finding out what had happened to the good doctor went. Still, he found himself incredibly frustrated with himself.

_Stupid, stupid, stupid! I should have remembered that the regeneration takes a while! And now that I've forgotten Dr. Connors could be in serious trouble…_

The second Peter was out of sight, he changed into his Spider-Man costume and swung off, heading downtown to look for this "green-skinned man" Upon arriving in the downtown area, he changed back into his street clothes, took out his camera, and made his way through the throngs of pedestrians as he attempted to locate what could very easily be Dr. Connors having undergone some kind of physical change as a result of making himself his own experiment's guinea pig. The more he thought about it, the more Peter cursed himself for not being able to stop Connors from injecting himself with that serum. Finally, after what felt like over an hour of fruitless searching, Peter's spider-sense began going off, suggesting that there was something dangerous nearby. Peter looked around and spotted a man who was walking in a desperate, almost struggling fashion. And he had gone to great lengths to conceal his features, although Peter could make out a patch of exposed skin, and it was green. Peter realized that this was almost certainly the "green-skinned man" and discreetly followed him. And indeed, the further they went, it soon became increasingly clear where the man was headed, and it fully confirmed in Peter's mind that it was indeed Dr. Connors.

_He's going back to ESU_

Peter kept up his pursuit of Dr. Connors until they arrived at ESU. Peter did his best to keep his distance as he watched Connors force his way into the building, nearly ripping one of the double doors off its hinges. Peter's fear increased all the more as he saw this. Not only did it mean that Connors had gotten stronger since taking the serum, but he'd also gotten much more vicious. Peter waited until Connors disappeared completely into the building before rushing in after him. He sped through the halls, nearly bowling over a janitor as he did so, and ran to Connor's office as quickly as he could. Finally, he arrived at Connor's office and burst in.

"DR. CONNORS!"

But Dr. Connors wasn't there. Peter looked around the room. Martha Connors hadn't been lying or exaggerating when she said that everything had vanished into thin air. Everything was gone, to the point where it was completely unrecognizable as Dr. Connor's office. The only things still there aside from the table and chairs was a small television set and a tape. Curious, Peter put the tape into the VCR and played it. The video was actually a recorded science log by Dr. Connors regarding his experiments. The good first portion of the video were mostly things that Peter already knew. Seeing that the first few recordings had been made years ago, Peter fast-forwarded the video until he got to the recordings made that year and the one before. With these last few recordings, Peter bore witness to experiment after experiment, and each one was more disturbing than the last. It became clear that Connors had become obsessed with his pet project, even stooping to amputating mice tails to give himself more test subjects. The ways he extracted DNA from certain reptiles also bordered on animal cruelty, and it made Peter squirm.

"This is insane…"

"Yes, it is…and I was too blind to see it..."

Peter's heart skipped a beat and he whipped around to see Dr. Connors, and saw to his horror just what the serum had done to him: he now had his missing arm back, but his skin was now scaly and mottled, with many areas indeed now green, his nails had become almost claw-like, and most disturbing of all, Peter could see that Connors was beginning to grow a muscular green tail…

"Oh my G-d…Dr. Connors…"

"This was all a terrible mistake Peter…I tried to undo this…tried to run and find some place quiet and away where I could fix this…but…it's too late…need…to reverse this…there's only one thing left…"

"What is it?"  
>"A…gene cleanser…I designed it to eliminate any non-mammalian DNA in a human being…in case you ever wanted to give up being Spider-Man…"<p>

Peter's eyes widened in horror as he was taken completely off-guard by this revelation.

"Oh yes…I've known that you were Spider-Man for quite some time…why did you think I was so lenient with you regarding your late assignments? I knew that you were busy fighting the good fight…I wanted to help the world too…in my own special way…but now, I…ARGH!" Dr. Connors howled in pain, sinking to his knees and clutching his head tightly with his clawed hands. He began to growl, and Peter could see his hair beginning to fall off of his head.

"Dr. Connors…"

Suddenly, Connors looked up at Peter, and Peter could see that his eyes had become reptilian, and his former look of pain and agony had been replaced with anger and hatred.

"NOT CONNORS! I LIZARD!"

And as Peter looked on, Connors mutated even further, screaming in pain as his skin became completely green and scaly, his tail became longer and more muscular, and his lab coat was completely torn off. The Lizard was born.

Peter attempted to move out of the way in time but the Lizard viciously charged him and sent him flying across the lab with one swing of an arm. Peter crashed into the wall and the Lizard burst out of the room, running on all fours through the hallways of ESU's science building.

Meanwhile, Peter struggled to force himself up, his body sore all over from the blow. Thankfully no bones felt fractured or broken. Peter staggered to his feet, and rushed over to the backpack he had stored his Spider-Man costume in. Peter hastily changed and swung off after Lizard. He made his way through the halls after Lizard and could already hear the screams of terror coming from the janitor Peter had bumped into earlier and the Lizard's roars in response to it. Peter fired a few web bullets at Lizard to draw his attention to Spider-Man, and then prepared himself as Lizard leaped at him. Spider-Man leaped over Lizard as the beast dived at him, and then leaped to a nearby wall as Lizard turned and ran at him again. Spidey then dived to the ground as Lizard attempted to claw at the wall and fired some webbing at the Lizard's back to pull him down to the ground. Using all of his and the webbing's strength, Peter was able to pull Lizard down, and then leaped over Lizard's sweeping tail to deliver a mighty kick to the Lizard's skull. Lizard roared in pain and staggered from the blow, and Spidey delivered several more quick strikes to keep the Lizard back before leaping out of the way to avoid Lizard's counter-attack, firing some webbing into his eyes as he did so. Lizard tore off the webbing and ran at Spider-Man in a frenzy. Spider-Man chose to keep up the chase, in the hope that he could lead him away from anyone else who might be in the building.

Unfortunately, the narrow corridors of ESU were ill-suited for Spider-Man's web-slinging, and his speed and agility were not enough to outrun Lizard either. Lizard tackled Spider-Man, who kicked him as hard as he could, forcing him to release his grip. Lizard quickly regained his footing and went at Spider-Man again, who did his best to dodge all of Lizard's blows. But another swing of Lizard's tail sent Spider-Man sailing through the air and out a nearby window. Spider-Man staggered to his feet and fired some more webbing at Lizard as incentive to pursue him, which Lizard seemed more than eager to do. And so Spider-Man ran for it, firing some webbing at the nearby physics building to swing into the air as Lizard went after him. Spidey made Lizard follow him to the nearby fountain where their fight began anew.

It was about then when Spider-Man realized that he needed to get the gene cleanser, otherwise Connors would remain in his Lizard form. Spidey cursed himself for his stupidity in putting himself so far from the science building and realized that he would have to swing back over to the science building. But as he was thinking this, Lizard kept up his vicious assault, pouncing on Spider-Man and attempting to break his neck or shatter his skull when a red club sailed through the air and struck him in the temple, disorienting him and enraging him further. Spider-Man took advantage of his distraction and kicked Lizard off of him as he turned to see who the newcomer was: Daredevil.

Daredevil ran over to Spider-Man as he took to webbing Lizard to the ground. Spidey had known Daredevil for years, and if he couldn't get Captain America or the Fantastic Four to come to his aid, he'd settle for his old buddy.

"Thanks for the save DD. But Lizzie here isn't done for. He needs to be cured, changed back into a human. I need you to rush into the science building and grab a vial of serum called a "gene cleanser" that's in Dr. Curt Connor's lab…"

Spider-Man was interrupted when Lizard, having broken free of Spider-Man's webbing lunged at him again, and Daredevil had to push Spidey out of the way, which caused Lizard to tackle him instead. Spider-Man fired several strands of webbing at Lizard's back and arms and tugged on them to pull Lizard back and keep him at bay as he shouted out to Daredevil:

"GO! Gene Cleanser in Curt Connor's lab! Science Building, hurry!"

Daredevil nodded and ran off in the direction of the science building as Spider-Man struggled to keep Lizard restrained.

"Dr. Connors, if you can hear me in there than please listen to me! You need to stop struggling right now!"

But Dr. Connors could not hear him. Only the Lizard was there, and the Lizard had no interest in listening to Spider-Man's pleas. Lizard struggled to break free of Spider-Man's restraining webbing, and slowly but surely began to tear it. Spider-Man pulled harder, desperate to keep the Lizard restrained long enough for Daredevil to get the gene cleanser, but Lizard was finally able to tear free of the webbing completely, and went after Spider-Man with a single-minded fury. Spider-Man leaped out of the way of Lizard's pounce, but was then tripped by a swing of the Lizard's tail as he landed. Lizard then tackled him. Spider-Man rolled in an attempt to get Lizard off of him but it was no use. As he had him pinned, Lizard roared at him and struggled to break his grapple with Spider-Man. But Spider-Man wouldn't let up, and kept Lizard's arms locked with his own.

"Come on DD…hurry up…"

Finally, Lizard was able to break the grapple and began to viciously punch Spider-Man when Daredevil ran up from behind with the gene cleanser inserted into the injection gun. But Lizard saw him coming in time and smacked him away with a swing of his tail. Daredevil went flying and the gene cleanser plummeted. Seeing this, Spider-Man fired a strand of webbing at it with his free hand and pulled it towards him. Lizard's attention then returned to Spider-Man where he lunged at him again. At that moment, Spider-Man forcefully injected Lizard with the gene cleanser by getting the injection gun on Lizard's tongue and depositing all of the vial's contents into Lizard's mouth.

Lizard roared in pain both at being injected in the tongue and at feeling the gene cleanser run through his system. Spider-Man watched Lizard stagger violently before finally collapsing on the ground unconscious. As Spider-Man looked on, he could see the gene cleanser already begin to work it's magic: Lizard's green skin started to lose its color, the claws on his hands and feet retracted, and even the tail seemed to be losing a bit of its musculature. As Daredevil recovered, Spider-Man turned to him.

"Help me get him back inside"

-X-

By the time Spider-Man and Daredevil dragged Lizard back into Curt Connor's office, the gene cleanser was already nearly finished. It would not be long before the reptile DNA was completely out of Curt Connor's system. As Spider-Man watched Lizard slowly but surely revert to his human form, he turned to Daredevil.

"We can't turn Dr. Connors in for this. It's not his fault."

"Well, then whose is it? Did Dr. Connors willingly turn himself into that thing?"

"Yes, yes he did. But he had no way of knowing that that serum would do…this to him."

"Did you have any reason to think that it might?"

"Well…I don't think I was thinking of this specifically, but I did have a gut feeling that something bad would happen…but he injected himself with it, before I could do anything to stop him"

"Well…it sounds to me that he might have known that there would be risks and yet he went through with it anyway…still, I might agree with you here. I don't think Dr. Connors deserves to be locked up for this…but how one will explain the destroyed window, the ransacked office, and the several week disappearance of an ESU professor might all be rather difficult…"

"You're a lawyer right? Can't you think of something?"

"Perhaps. But I think that the good doctor here will need to make his own explanation for where he's been for the last few weeks. That I cannot help him with. The other damage is one thing, but he needs to make his own alibi."

"Fine…I agree. But what are you doing here anyway? I mean, aren't you a little far from Hell's Kitchen?"

"I teach a class in criminal justice here. I was actually in the process of grading some papers when I overheard your drag-out fight with the Lizard. Though in all fairness I could have heard it from a mile away. But tell me: how did Connors turn into the Lizard exactly? You said he injected himself with something?"

"Uh…yeah" Spider-Man then went on to tell Daredevil everything about Dr. Connors plan of using reptile DNA to re-grow his missing arm, and how it had all backfired.

"But why? Why did it backfire?"

"Well, think of it this way: when I got my powers, it was because my biology was changed along with my DNA. It was that biology change that allowed me to use those super-spider's abilities…with Dr. Connors, the serum of DNA gave him the ability to re-grow his lost limb…but there needed to be a biology change to make it work…and a more drastic one in his case…"

"One might say you're the lucky one"

"In that I'm not a man-sized brown-furred eight-legged monster laying sacs? Yeah, I would say so"

"Indeed…"

-X-

Shocker sat there impatiently as he watched his mysterious "benefactor" whose identity was still unknown to him continue to fiddle with the vial of the strangely-colored serum that he held between his fingers. Finally, though, his artificially masked voice spoke up:

"It was definitely fortunate that Dr. Curt Connors had a second vial of this reptile DNA serum he designed…and after his experience with this serum I don't think he'll be missing it. As for me, well, I could certainly find many a use for this little serum…I wouldn't be unwilling to duplicate this for instance…"

"Duplicate it? Didn't the scientist who injected himself with that crap turn into a Lizard monster?"

"Yes, and that's exactly why I would make more of this serum. Just imagine an army or at the very least, a small squad of reptilian soldiers at my finger-tips…"

"You're completely insane"

"That depends entirely on your point of view. I prefer to think of myself as…determined"


	3. Maximum Carnage

Chapter 3: Maximum Carnage

**Author's Note: This is where things begin to take a darker turn. Be prepared for some real bloodshed. And yes, this story is partially inspired by the 90s Spider-Man crossover of the same name. Only its better.**

Ravencroft institute was a place where the criminally insane in New York were kept in the hopes that the doctors there could rehabilitate them, or at the very least, keep them contained. At least that was how it was supposed to be. In actuality over half of the people in the place where not insane at all; just psychopathic. For as time had passed, Ravencroft went from being an insane asylum to just simply being a place to put all the serial killers and mass murderers to keep them away from prisons that didn't want them. But since Ravencroft was not meant to hold sane criminals, the security measures had to be improved. After that happened, Ravencroft began to get a third type of inmate: the supervillain. Or at the least, any supervillains that Ravencroft could contain. The head of the place, Dr. Kafka, was convinced that these costumed criminals just needed to be analyzed and understood, and after that, they could be turned into productive members of society.

The thing was, she still hadn't rehabilitated a single one.

Cletus Kassady, who had been a serial killer with many people dead at his hand long before he joined the super-villain community, found it greatly amusing that the good doctor even continued in her pointless mission at all. But then again, Cletus often wondered that about a lot of righteous and idealistic fools who wasted their entire lives fighting hopeless battles. Like those X-Men who always crusaded for civil rights for their race. To Cletus it was all such a waste. It had been to his good old grandmother too, so he supposed that was where he got it from. After he had killed enough people, including his own father, rumors circulated that he had murdered his own mother and grandmother as well, but in truth, his grandmother was the one who gave him his nihilistic outlook on the world. And for that he thanked her.

Cletus continued to lounge in his cell, his straight-jacket making it uncomfortable to lay down, and thus, he sat upright, staring at the wall with thoughts of murder ever-present in his mind. He needed to shed some blood again before he got too much more out of practice in what he considered to be the fine art of murder. But first he needed to get out of his hated straight-jacket, which they'd kept him in ever since they found that he'd snapped the neck of his last cell-mate while they were both in the showers. The new cell-mate they'd given him was a great deal larger but no less terrified of the sadist. Finally, Kassady's blank stare at the world turned into a wicked grin when his ears picked up a familiar faint sound…

"It took you long enough to get here"

"Huh?" Kassady's cellmate asked groggily, woken up from his sleep. "You talkin to me?"

"No you idiot, I'm talking to an old friend"

"Oh great. Ya talk to yourself to. No wonder they locked ya up in here"

"Oh no…it's not that. Is it?"

"Wha-?"

But before Cletus's cellmate could even make heads or tails of what was going on, Kassady was already reunited with the red symbiote that had helped make him a more dangerous monster than ever before. Cletus relished being reunited with the symbiote, and soon it had enveloped his entire body. Carnage was reborn.

"Oh no…"

Carnage grinned at his cellmate, at least as much as was possible for him now that he was covered head-to-toe in an alien symbiote. His hands morphed into axe blades.

"Oh yessss…"

And before anything could be done, Carnage mercilessly hacked his cell-mate to pieces and then did the same to his cell's bars. An unfortunate security guard happened to be on patrol at that moment and he met the same bloody end as Carnage's cellmate. Having now murdered two people, Carnage screeched with joy.

"FREE! I'm finally free! And now it's time for some _real_ fun!"

Carnage went through the halls of Ravencroft on a homicidal rampage, savagely murdering any and all unfortunate souls who crossed his path. As his axe and sword blade hands and many tentacle-like tendrils went swinging left and right with reckless abandon, Carnage inevitably destroyed some of the holding cells of his fellow inmates. The smart ones stayed in their cells, trembling with fear. The unwise ones attempted to make a run for it in a desperate bid to escape prison. These inmates were promptly slaughtered by Carnage without mercy, with the symbiote supervillain cracking wise-guy remarks with every kill.

"Hey you! Don't you know you're not supposed to be out and about at this late hour? Or "YOU! You should be ashamed of yourself! Trying to escape? Oh, you need to be punished for that!"

Having now killed almost a dozen of his fellow inmates, Carnage kept running forward on his rampage, until he was stopped by a small team of guards with M16's and full riot gear trained on him.

"Freeze Carnage!"

But Carnage launched a red spiked tendril at the chest of one of the guards. Despite the guard's protection, the spiked tendril went through him, and Carnage then pulled on the tendril, sending the guard face-first onto the floor. The other guards opened fire, but Carnage's suit resisted the bullets long enough for him to unleash more sweeping tendrils that either disarmed the guards of their guns or slashed them to bits. One guard's rifle was knocked askew, sending several bullets right into the control panel to the door housing another super-powered inmate…

The door was blasted down in an electrical explosion that was nothing short of jaw-dropping. When the dust settled, out stepped Electro, forever clad in his green jumpsuit that did nothing to stop his power from being unleashed. Only keep him alive. Electro gathered more electricity around him as he walked out fully. Carnage looked on with glee.

"Electro, how's my favorite living lightning bolt doing?"

"Free…I'm finally free…I'm gonna tear this lousy place to the ground!" As Electro shouted this, more electricity surged out of his arms and bolts blasted outward, damaging the ceiling above them.

"Yes! YES! Another guy cut from the same murderous cloth! Come on sparky lets have some fun! Fry them first!"

Carnage pointed a single red razor-sharp finger at the fleeing security guards. Electro turned to them and angrily fired several blasts of lightning at them as Carnage watched with delight. Electro then turned and fired another blast of electricity at another cell with a control panel like its own. The blast short-circuited it, deactivating its security measures. All of two seconds late, the massive steel door was punched down and out stepped the armored beast known as the Rhino.

Rhino grunted loudly in anger, and Carnage practically burst with joy at how he had now freed not one, but two supervillains. And indeed, as Electro unleashed the full fury of his electrical powers on the institution that had locked him up for so long, so too did Rhino take to savagely punching and smashing everything in his path. Carnage watched with homicidal glee.

_Those two are gonna tear this whole place down…better not stick around. Heh heh…"_

And with that Carnage ran off, using the chaos and the implosion of the asylum to make his getaway, moving with the speed and agility that the symbiote offered him in great amounts. One last security guard staggered to his feet and attempted to blast Carnage at point-blank with his shotgun, but Carnage merely sliced the gun in half and mercilessly cut him down.

As Carnage made his way out through a back-door, he screamed at the sky with an unholy pleasure derived from absolute cruelty and boundless evil.

"New York, here comes CARNAGE!"

-X-

"Ah….Please, don't stop now."

Mary Jane smiled as she continued to rub her husband's aching shoulders.

"Peter Benjamin Parker, you're such an incorrigible pasha sometimes."

"MJ, I had to deal with my ex-Science teacher turning into a lizard monster and then kicking my ass around campus. I can't help it if my shoulders are a little sore afterwards…"

MJ laughed at Peter's witticism.

"Yes, I suppose there is that. How is Dr. Connors by the way?"

"Well, he's still recovering. I think he's also still having trouble dealing with being missing for weeks…I've never felt more sorry for the guy…all he was trying to do was regain his lost arm…"

The next bit of news on TV suddenly caused Peter's ears to perk up as he listened to it. MJ stopped massaging him and paid attention as well.

"Ravencroft Institute, New York's longtime institution for the psychopathic and the criminally insane was just torn asunder, only an hour ago…"

Peter felt his stomach knot up. He didn't like the sound of a building being destroyed and not being there to help. Especially a building that contained a lot of dangerous people.

"…When asked about the cause of the devastation, Ravencroft Doctor Kafka admitted that the institute had been containing numerous supervillains in the hopes that the doctor could rehabilitate them. Among the super-powered inmates contained there included infamous Serial Killer Cletus Kassady, also known as "Carnage", and Max Dillon, better known by his alias "Electro"…"

Peter couldn't believe his ears. Try and rehabilitate supervillains like Carnage? People who were psychopaths and killers long before they donned the costumes?

"_Those idiots…"_

…"Thanks to the breakout, nearly a dozen super-powered criminals are currently at large. In addition to Kassady and Dillon, the other superpowered inmates who are unaccounted for and believed to be at large are Aleski Systevech, Abner Jenkins, Fred Myers, Dmitri Kravinoff, Macdonald Gargan…"

Peter's heart sank even lower with each mentioned name. As if Lizard hadn't been enough, he now had to worry about two Sinister Six's worth of supervillains running around, doing whatever they pleased. This was a complete disaster, and the more that sank in, the more nauseous he became...

"Oh my God…MJ…are you…did you hear what's…?"

"I heard Tiger." Peter could see a pleading look on his wife's face. He knew what that look was.

"MJ, I have to. Please, don't worry. These guys aren't all going to be in one place. And besides, some of these guys aren't exactly A-Listers. Especially without their gear. I'll be fine"

"What about Carnage Peter? That monster nearly killed you last time!"

"I know, I know. But I still beat Carnage. And I can definitely beat him again. Besides, there's no way I'm letting that psycho murder more innocent people. Not on my watch."

MJ gave an exasperated sigh. "I don't want to see you in a body bag Peter"

"Come on MJ, I've gone swinging into danger loads of times before. And I've always made it back. Besides, we agreed that this was something we both had to live with right?"

MJ sighed again. "Yes Peter, we did"

"Then please. Don't worry about me. I'll be fine."

"I'll always worry about you Peter…but go get em Tiger."

Peter smiled. "Thanks MJ. I'll be back."

And so, Peter, as much as it pained him both physically and emotionally, he got up, changed back into his Spider-Man costume, crawled out of his and MJ's apartment, and made his way to the main city where he knew Carnage already was…

-X-

It didn't take Spider-Man long to find Carnage. The symbiotic serial killer had already blazed quite the path of death and destruction. Cars were overturned, small shops smashed to pieces, and civilians mercilessly cut down, their bodies lying in the streets. Seeing all of the devastation ignited a certain amount of righteous fury in Peter's heart. More than anyone except maybe the Green Goblin, Carnage was the biggest monster he had ever seen. At least other villains were in it for the money, or revenge against him as it more often were. Even Venom had his self-righteous delusions and fancied himself a protector of society. Carnage killed for the sake of killing, and that disgusted Peter.

Still, it did mean that Carnage was quite easy to track. Spider-Man simply followed the trail of destruction, as painful as it was, to its source. And sure enough, he soon came upon Carnage in the process of smashing another vehicle to pieces before yanking out its driver and getting set to impale him upon a sword hand…

Spider-Man fired a few web bullets at Carnage's face and then swung in as hard and fast as he could, kicking the psychotic villain to the ground. Carnage dropped the car driver in the process and Spider-Man shouted at him to run. As the man did as he was told, Spider-Man prepared to square off against his deadly adversary.

"Heh, heh…Spider-Man…SO glad you're here. I've been waiting to tear you to pieces. Cause if there's one person I hate more then dear old daddy Venom…"

Carnage unleashed a flurry of razor-sharp tendrils at Spider-Man who dodged each one as it came with his superhuman agility.

"It's YOU!"

Spider-Man kept moving as Carnage directed more of his tendrils at him. Carnage grabbed the nearby car and hurled it at Spider-Man, who leaped out of the way. Spider-Man ripped one of the doors off the car and hurled it back at Carnage. Carnage sliced the door in two with a sword hand and then lunged at Spider-Man. Spider-Man moved out of the way, and Carnage embedded his axe and sword hands into the pavement. Spider-Man took that as a sign to move in, delivering a flurry of punches and kicks as he sped at Carnage. Carnage rolled with every blow, before he finally ripped his axe-hand out of the ground and attempted to decapitate Spider-Man by swinging it in a sweeping blow. But Spider-Man ducked under the swing and struck Carnage with a vicious uppercut that sent him reeling back.

Carnage retaliated with multiple slashes and thrusts of his sword and axe hands, each one Spider-Man dodged with ease. Carnage grew infuriated the more Spider-Man avoided him, and attempted to just punch him as hard as he could. Spider-Man narrowly avoided Carnage's desperate punch, and replied in kind, but Carnage was ready for this assault, and dodged the blows. He attempted one more thrust, but Spider-Man leaped back to dodge the thrust, kicking Carnage back as he did so.

Spider-Man then prepared to go on the defensive as Carnage got back on his clawed feet and morphed his hand into an axe-blade, which he then hurled the axe-blade as a throwing weapon. Spider-Man narrowly dodged the bladed projectile only to be pulled towards Carnage with the villain's tendrils once again. Before Spider-Man could break free, Carnage pulled him towards him fully and viciously punched him before kneeing him the stomach, bringing Spider-Man to his knees. Spider-Man launched upwards, punching Carnage as hard as he could, but Carnage simply rolled with the punch, and then swatted Spider-Man away, where the web-slinger tumbled and landed on the pavement bruised and beaten.

Carnage walked over to Spider-Man and stood over the hero's bruised body, with glee.

"Heh, heh, heh…this is the only way it could have ended…"

Carnage picked Spider-Man up by the shirt-piece of his costume, and viciously smacked him around with his fist, punching him half-a-dozen times. Spider-Man did his best to roll with each punch but they were vicious, each one feeling like it had knocked his jaw right off. Finally, Carnage threw Spider-Man him in the opposite direction. As he went sailing through the air, Spider-Man attempted to fire a strand of webbing onto a nearby lamppost and swing to safety, but by the time the webbing hit the lamppost, he had already crashed into a nearby car. He silently cursed himself for his failure as his heart began to race. He couldn't lose. Not here, not now…

Spider-Man attempted to stagger to his feet as Carnage walked over to him, his hand already having transformed into a sword blade once more, this one larger then the others.

"Look at you. Some hero right? You fight, and fight, and fight…and for what? To end up dead on the street"

Spider-Man staggered up fully only to be grabbed and thrown back down to the ground by Carnage. As Spider-Man attempted to force himself up, Carnage stepped down hard on his back, planting him into the ground. He then turned Spider-Man over with his foot as the hero's panic began to give way to despair. He was failing. _It couldn't be happening,_ he thought. _Not here, not now…_

"Hacked apart by some demented mad-man covered in red slime. That's sad. Heh, heh, heh…."

Spider-Man said nothing. He merely lied there, beaten, and bruised, incapable of getting up. His only thoughts were on his wife, who had always feared that this day would come.

_Forgive me MJ…_

Carnage picked Spider-Man up and sneered at him.

"Your days of swinging around in footie pajamas are over…"

Carnage threw Spider-Man away once more, and this time, Spider-Man went crashing into the pavement. He could feel his shoulder bone fracture, if not break entirely. He grunted in pain. He could feel the blood in his mouth. Carnage walked over to Spider-Man as he staggered to his feet.

"Its time to get axed"

Carnage stepped in front of Spider-Man fully.

"I've won."

"Never. I'm never letting a piece of scum like you…"

"Yes, yes. Keep preaching. Keep preaching…"

Carnage held his sword hand over his head, prepared to bring it down on his hated enemy once and for all.

"…as your world ends"

Spider-Man could only look up at the impending doom. How could it have ended like this? Of course he always knew that it was a possibility…but to die at the hands of a madman like Carnage…Peter's only consolation was that he had saved as many as he could during his time in the tights. He had done his uncle Ben proud. But even this was weighed down by the knowledge that he might never see his wife and aunt again…

But before Carnage could deal the death-blow, he was tackled by a large black presence that appeared out of the blue, and the two wrestled before the black form forced Carnage back. It didn't take a genius to know who had arrived.

Spider-Man looked on as Venom continued to punch Carnage as hard and viciously as he could.

"You. Have been. A bad…boy!"

Venom delivered one last punch, which knocked Carnage back further. Spider-Man, using what precious little strength he had left, staggered to his feet, pulled up his mask to spit out some blood, and then pulled it back down. He turned to Venom:

"What took you so long?"

Venom growled. "Shut up and fight"

And so, Spider-Man with what strength and speed he had left, and ignoring the vicious pain that wracked his entire body, aided his old enemy in battling the one person they hated more than each other. Not expecting the surprise attack, Carnage was ill-prepared to fend off their combined assault, and Spider-Man and Venom delivered many a vicious punch to the psychopath. Eventually though, Carnage adapted to the situation, using his enhanced agility to dodge Venom and Spider-Man's strikes, and retaliating with a few slashes that were enough to injure and irritate his hated father. Spider-Man attempted to move in and got in a few more hits before Carnage swatted him away. Venom tackled Carnage again, only for Carnage to viciously lay into him with several brutal slashes and punches. Soon he had Venom on his knees.

"HA! Face it pops, you may be older, wiser, and have more experience with this whole Symbiote gig, but I'm still stronger than you and the web-head put together. Faster too. And more to the point, I actually have the vicious edge that you don't!"

Carnage made another swipe of his claws, and another slash of an axe-hand. Venom dodged both and punched Carnage hard across the face. Carnage reeled with the blow and then turned back around to face his hated father. Venom grinned.

"True. But you're still a brat in need of a spanking…"

Before Carnage could decipher his father's quip, Spider-Man swung back in with the absolute last of his strength, and kicked Carnage in the back, planting his face into the pavement.

Venom then closed in, pummeling his psychotic spawn with unrelenting brutality, only for Carnage to suddenly get up and unleash a mess of tendrils that knocked Spider-Man Venom back.

"You're both fools! Try as you might, I'm still stronger than the both of ya! No matter how many times you slug away at me, I'll just keep coming back for more! Ya here? NOTHING CAN STOP CARNAGE!"

Venom lunged at Carnage and tackled him, bringing him to the ground. Carnage fought ferociously, clawing and scratching at his father, but Venom held firm.

"As we said…you have been a very bad boy. And bad boys must be punished…"

"What are you doing!"

"Taking back what is ours…"

It didn't take Carnage long to realize what his father meant. He screamed in terror. "No…NO!"

Carnage fought and struggled more viciously, but it was futile. As Spider-Man looked on in total shock, Carnage's symbiote began to retract and detach itself from Cletus Kassady's body, its red form mixing and merging with its parent's ebony-black arms and up his shoulders and chest before disappearing into it. Kassady screamed in agony.

"NOOO!"

"What…what did you do?"

Venom turned to Spider-Man.

"We reabsorbed the spawn. He lives inside us once again. And Kassady here is just a powerless scum bag"

Kassady exploded in anger:

"You think I care? You think this stops me? I was dangerous long before that red shit was all over me! And I'm just as dangerous now! Nothing stops Carnage!"

Venom knocked Kassady out with one punch across the face.

"Oh shut up"

Venom turned his attention back to Spider-Man:

"We would kill you Parker…but we're too weak from the fight and the reabsorbtion…and you _did _help stop Carnage…so we'll let you live…"

"Gee thanks Brock. I'm really touched. Now if you excuse me, I need to drop this psycho off at the nearest jail and then get back to my worried sick wife."

And with that, Spider-Man webbed up Kassady and swung away with him in tow as Venom slinked away into the shadows. As Spider-Man swung away, he found himself thinking of how lucky he was that Venom had shown up when he had, which in of itself was pretty ironic, considering their antagonistic relationship.

But that got Spider-Man wondering: how had Venom known where to find him?

-X-

Shocker still couldn't make out anything resembling physical features on this mystery man he was still a virtual prisoner of, but he could make out hurried movement, and could see that the man was desperately attempting to arrange something, or, more likely, was working on something. Finally, the figure seemed to finish his work and turned his shadowy head to face Shocker.

"The pieces are all in place: the time to move against our mutual foe has come at last. Slipping Carnage's symbiote into Ravencroft was simply so the homicidal madman would free the other contained supervillains. Its them I'm after…"

"What for?"

"Haven't you been following Herman? Revenge. It's a good thing that our old friend Venom came to Spider-Man's rescue, otherwise we would have had our revenge taken from us by that super-powered soccer-hooligan…"

"Yeah, but what do the others have to do with our revenge? Are you gonna try and form another Sinister Six or something?"

"Oh no…the cunning warrior attacks neither the body nor the mind…the heart is were we strike first. We attack his heart"

"And how do we that? By killing his loved ones?"

The mysterious villain smiled a wicked grin.

"You are learning."

It was about then when a second man revealed himself, and Shocker recognized the rough-looking bald man with casual clothing and a large metallic tail with a sickle-shaped head anywhere.

"I believe that you are familiar with Mr. Gargan here…or Scorpion as he prefers to be called…"

**Author's Note: And that's that. The plot thickens as you can see. Now in my mind, Carnage is quite possibly the most underrated Spider-Man villain ever. So many people criticize Cletus Kassady for being just a murderous psychopath who only kills because he's a nut and claim that's not interesting as a motive. Uh, the Joker much? Everyone loves the Joker, and he's also a psychopath who kills randomly because he enjoys it. What's the difference? I always thought Carnage was kind of Marvel's Joker, since they have such similar philosophies. So why is Joker loved, and Carnage called uninteresting? Just saying. **

**On an unrelated note, Electro's costume here is his Spectacular Spider-Man costume, because I find that outfit to be better than his comic book one. There is one difference though: here, his helmet never retracts. I always thought the electrical aura that his face had become looked way too goofy and was always poorly animated. So he never takes his helmet off. And yes, you will be seeing Electro again in the future…**


	4. Scorpion's Sting

Chapter 4: Scorpion's Sting

**Author's Note: This is the chapter where everything goes to hell. How? Read on, my friends, read on. **

"We're ready to begin"

"Haven't you already said that?" Shocker asked impatiently. Shocker was still quite angry at being this mysterious man's "guest", and what precious little was left of his patience was now wearing thin.

The shadowed figure turned to confront him:

"Don't take that tone with me Herman. You are still my prisoner after all. Calm yourself. Once this is all over, you will be able to claim that you had a part to play in Spider-Man's downfall."

"Yeah, like anybody's gonna believe that for one second. And I'm still doubting that this is gonna work. You haven't even begun to tell me what your big "master plan" here even is."

"Herman, I thought you were listening? There is no "master plan". We simply take from him all that he holds dear, and then we deal the _coup de grae_. Simple as that. As for how we go about doing this, well…that's we're Mr. Gargan comes in…"

"I still don't get why you had to go to all of this trouble, freeing Scorpion and the others. If this is all about revenge, no big scheme, or anything, then why not just do it all yourself and spare yourself the trouble of all the plotting?"

"Oh, that was a great temptation, believe you me. But it would have been too obvious. I didn't want him knowing it was me so soon. And if I had killed his loved ones myself and he knew it was me, he wouldn't have rested until he took me down. But this way, he'll never even know my hand in all of this until I'm ready to reveal myself"

"And that's when you deliver that _coup-de-grae_ you just mentioned?"

"Oh, yes…and just think, Shocker my boy! You'll have helped squash the Spider-Man…"

"I can't say I mind that notion, but I do mind the idea of the web-head ripping my head off it's shoulders after his wife or whoever he loves gets axed…"

"Oh don't be so presuming. He's never killed before, not even in the face of his _last _great tragedy…he doesn't have the spine to kill. That's his weakness. And that's how we'll kill him"

The shadowed figure turned in the opposite direction:

"Gargan!"

"Yes boss?"

"Do unveil yourself please. The time has come for you to play your part in this game"

"Sure thing boss…"

And with this, Scorpion stepped forward, and Shocker got to see his new battle-suit in all its glory: the tail was the same, although the scythe-head looked slightly different, and the armor itself had changed radically from the old green body armor he used to wear. In its place was a green bodysuit with the upper chest protected by gray body armor, gray boots and knee-guards, and gray gauntlets with what Shocker could tell were pop-out blades retracted inside the wrist-armor. He was also wearing a helmet with a clamp-down translucent visor that had wires inserted into either side of the helmet.

"I gotta say boss, I'm really loving these new blades here…"

The serrated blades snapped out of the gauntlets, and Scorpion took to admiring them again.

"Yes, I thought that you would enjoy those. Capable of cutting flesh and bone…"

The mysterious figure turned back to face Shocker:

"Now Herman, I'm sure you've been wondering why exactly I've kept you around up to this point. Well now the time for you to fulfill your assigned task has come."

"Oh? And what exactly would that be?" Shocker asked, desperately attempting, and failing, to conceal his irritation and snarkiness.

"I am fully aware of your talents in mechanical devices Herman. A man who can build those weapons of yours from parts in prison is most certainly a man of intellect. So what I want from you is to examine Gargan's suit's new…features, and make sure that they are working properly. I also want you to upgrade them as you see fit"

Shocker couldn't believe his ears. After getting over his initial incredulousness, he asked irritably:

"Why don't you do it?"

"Because I'm not the one who has to earn my keep. Do it Herman, otherwise I can just cut you loose…along with your throat."

Shocker's blood froze before then rising to a boiling temperature. His fists clenched, and he found himself fighting the urge to yank the presumptuous SOB out of the shadows and pummel him until he cried uncle. But common sense, which had always been Shocker's one fail-safe, prevailed, and he begrudgingly nodded and walked over to Scorpion to examine his helmet.

"OK…this looks like a hi-tech HUD inserted into the helmet. Only seen this before once, Beetle had it. This looks more advanced though. I'm not sure what I can do with this, but I'll see…

Shocker tinkered with the helmet a little bit, privately hoping that Scorpion wouldn't try and whack him with his tail while he was working. Shocker hadn't met Scorpion too many different times, but from what he'd seen, the man was a brute, and a somewhat unhinged one too. Fortunately though, Scorpion held still.

Finally, Shocker did as much with the helmet as he felt he could, and he closed the panel.

"Hey boss, something just happened to my helmet. Its…its showing me things, and I don't get what its trying to…"

"That is simply a targeting device I inserted into the interface that Shocker just turned on and upgraded. With that you can track down your target more easily…"

"That sounds cool I guess…how does it work?"

"Oh, just follow the instructions it presents to you. You do understand simple pictures don't do you?"

Scorpion growled but nodded in response all the same.

"Good. Now follow the coordinates I have uploaded into the helmet and you'll find the woman you need to kill."

"Got it. The Web-Head's gonna regret making me look like an ass all these years…"

"Your bloodlust is admirable Gargan." The shadowed figure said with smugness. With his other hand he activated a console, and as Shocker looked on in confusion, the wall slid back, revealing…Shocker couldn't believe it. The entire time he'd been here, the safe-house had been behind an abandoned building this entire time.

"Didn't a fashion designer used to work here? What the hell are we doing here?"

"I told you Herman, this place is a safe-house. It's only natural to choose somewhere inconspicuous…"

The figure, who was still hidden by what shadows remained in the room, turned back to a ready and eager Scorpion.

"Go Gargan. Show no mercy"

Scorpion smirked. "Never do"

And with that Scorpion ran off, leaping onto a nearby wall and scaling it with adhesive powers very similar to Spider-Man's own. It came from having the DNA of a similar animal in his veins.

Shocker, meanwhile, just stared out at the abandoned office of some fashion designer, incredulous that this of all places had been where he was all along.

But why here? Shocker wasn't so naïve and stupid as to believe that a guy as smart as the one who had been playing so many supervillains like pieces on a chess board would choose this place "just to be inconspicuous." No. There was another reason. But what? Shocker's mind kept going back and back to the room he'd seen. The clothes that still hadn't been removed. The designs. Where had he seen those designs before? He knew that he'd seen it all before…but where had he seen them specifically? Why did he even care? Shocker kept racking his brain when he suddenly remembered: that one woman who had been locked up in the same prison as him…her cell was right behind his…what was her name? Belladonna**1**. Yeah…he remembered her raving inside her cell before the men in white coats finally hauled her off to Ravencroft. She'd mentioned this place before…went on and on about how the owner had stolen some of her designs, ruined her business…and that was why she had tried to kill him. That other man's name…it suddenly dawned on Shocker who it was, and what, in turn, that meant about his mysterious "benefactor"

"I know who you are…"

The shadowed figure turned to him.

"Oh really? And what tipped you off…?"

"You shouldn't have hid your place here, I recognize it. I know who you are. And guess what? I'm ratting you out. Because I've had just about enough of your crap. Either you let me go, walk out of here scott-free, or I tell everyone that you're…"

A gunshot rang out, and Shocker collapsed on the floor, blood flowing freely from his body.

"Oh Herman, Herman, Herman…I had such high hopes for you…ah well. I guess I won't be sharing my revenge after all…"

The shadowed figure turned to the source of the gunshot.

"Excellent shot Ryan. Now remove the body please"

-X-

"So how has Peter been doing?"

Mary Jane looked up from her coffee cup and answered Liz from across their table at the Coffee Bean cafe:

"He's managing. Got hurt trying to snap some photos of that monster Carnage. Sometimes I just can't understand why he keeps that job when it keeps putting him in harm's way…"

"Well, from what I've seen you do with your acting career Peter may not have to keep his job much longer. Is it true you're starring in Marie Antoinette?"

MJ laughed a little before answering. "Yes, that's true. Never been so nervous before in my life."

"Ah, I think you'll do just fine. If Kirsten Dunst could pull it off I'm sure you can"

"Thanks for that vote of confidence. And how has Harry been?"

"You know, he's been doing well. I don't see him much anymore though, since he's usually away on business, or hidden away upstairs working on…something. I really don't know. But it means I really don't see much of him. Normie keeps asking me: "Where's daddy? Where's daddy?" and I really don't have any answer to give him…"

"I don't know Liz. If you ask me, you really should get Harry to start spending more time with you. You're his wife for pete's sake! What's more important than that?"

"I wish I knew. Then I'd know what the hell he's always working on…"

-X-

Black Cat dodged the golden-colored ray that came her way and watched as the blast turned a nearby fire hydrant into solid gold.

"Stay back! You cannot possibly defeat me! Not when this gun can turn you into solid gold!"

"You know, you could get rich with that gun. Why play costumed crook?"

"DIE!"

Black Cat sighed. Another supervillain with technology that was straight out of science-fiction and yet without a single brain cell in his head. Or any sense of fashion.

But before Black Cat could work out a means of taking Goldbug**2** down, the D-Lister was tackled from above by a red-and-blue clad hero who Black Cat recognized all-too-well.

"Hey there Spider. How's my favorite super-hero been doing?"

"Uh, fine, thanks for asking" Spider-Man replied as he webbed up the whining Goldbug to a nearby lamppost.

"Good. Well, its actually kind of convenient that I ran into you. I've been meaning to tell you something…"

Spider-Man didn't like the sound of that. He'd known Felicia long enough to know that she still harbored a lot of feelings for him, and he couldn't help but fear that she might try and make a move on him, ignoring the fact that he was happily married.

But as it was, what came out of Felicia's mouth was one of the last things he had expected to hear:

"Daredevil and this guy called Moon Knight have been putting together a team of street-levelers like us, and I was just wondering if maybe you would be interested in signing up? Would make keeping the streets clean a little easier…"

"Yeah, thanks but no thanks. I'm a loner remember? And that means a very strict "no teams allowed" policy."

"Isn't Wolverine a loner? He's got the X-Men"

"Yes well, that's Wolverine. I'm not Wolverine."

Black Cat laughed. "No, you're definitely not Wolverine…"

Black Cat moved closer to Spider-Man. His spider-sense wasn't tingling, but as far as Peter was concerned, he was in trouble. Felicia was, and always had been, seductive, and nothing had ever stopped that. He steeled himself as her green eyes continued their attempts to pierce through him.

"Felicia please. I'm a married man, and I love my wife. You don't want to do this"

Black Cat sighed. "No, I don't. Sorry Spider. It's just that…never mind. Call me sometime if you ever change your mind about the team thing…"

And with that, Black Cat turned and headed off in the opposite direction, her long majestic platinum blonde hair trailing behind her as she took off. Spider-Man just watched her. He had no plans whatsoever of joining a team, but, at the same time, he couldn't help his curiosity, so he called out to her:

"What's the name of this team?"

Black Cat turned around to face her former lover and gave her answer:

"The Marvel Knights"

-X-

Scorpion made his way through the cityscape with an amount of stealth that he wasn't accustomed to using. But the boss had been _**very**_ clear with him: stay out of sight. They could not have Spider-Man knowing that Scorpion was out and about, or he'd stop him before he got anywhere close to Spider-Man's loved ones. Stealth and a low profile were essential here, so Gargan cooperated. He kept out of sight.

It wasn't easy though. Again, this kind of stealthy way of moving was not what he was used to, especially with his long muscular tail. He had difficulty moving quickly whilst still staying in the shadows, struggled to figure out what the best routes would be, and, in all fairness, just didn't have the patience for it.

Scorpion groaned in frustration. This was taking far too long, and he wasn't sure how much further he could keep up the hunt before he snapped and started acting careless…

He looked up at his helmet's HUD. The tracker device his boss had inserted into it told him that he still had a ways to go, but he was moving faster than he had thought. If he kept going at the speed he was at and didn't slow down, he would be there in less than 20 minutes.

20 Minutes. He could keep this up for that long. And once his target showed up, it would be all worth it. He couldn't wait to swing his tail again. Or to try out his new blades…

_Look out wall-crawler, the Scorpion's gonna make you wish you were dead…_

-X-

"PARKER! What the hell are you doing in my off—"

"J.J. It's photos of Spider-Man's battle with Carnage. I just thought that you might be interested…"

"Photos of a battle between Spider-Man and the other wacko you say? Sure Parker, I'll take those off your hands. Give you the usual pay. Then you scat. Understood?"

"Uh, actually JJ, I've been meaning to ask you: since I've been working here, for oh, almost a decade now, I was wondering; can I please have a raise"

JJ did not respond to Peter's question. Instead he just stared silently at him, as if Peter had just disappeared before his eyes and he was still trying to figure out how. But then, JJ's blank expression of disbelief turned into a smile, and soon he was laughing at the top of his lungs.

"A RAISE? Ha, ha, ha, ha, HAHAHA! Parker, all these years you've been here I never took ya for having a sense of humor! A raise! HA!"

Finally, after he calmed down a bit, JJ opened his eyes, and could see that Peter was still there. And his facial expression was not one of amusement. Then it dawned on JJ that Peter was being serious.

"A RAISE? Are you completely nuts Parker? Why would I take more money out of my pockets to give to you?"

"Come on boss, I've given you great photos for nine years!"

"And Miss Brant's been my secretary for 10. Your point?"

"JJ…"

The conversation was interrupted by a deafening explosion that tore through the area and made JJ launch up in his chair, simultaneously causing him to knock over most of what was on his desk. Peter and JJ both rushed to the window and saw that a car had been overturned and was now ablaze. Soaring in the air was a man wearing the Vulture's gear but Peter could see was clearly not Adrian Toomes, and the Beetle. JJ turned to Peter:

"Parker, here's the deal: you get me photos of those two nuts, right here, right next to the Bugle, and I double your pay. Sound fair?"

"Uh…sure JJ, thanks. I'll just go get those photos…"

"Good. Now hurry Peter. HURRY! Those two ain't gonna be there forever!"

-X-

Mary Jane walked into her apartment complex and locked the door behind her. She called out:

"Peter?"

Nothing. So Peter still wasn't home. Well, he had said that he would be out for most of the day fighting the good fight. She'd gotten home early too. So Mary Jane reasoned that all there was for her was to just wait…

She walked into the main room, about to put her bag down, when her ears picked up a faint sound. Mary Jane turned around but saw nothing that was out of place or out of the ordinary. Mary Jane sighed. Probably just her nerves. One couldn't help but be a little paranoid when there were a dozen supervillains running around…

A gray-armored figure lunged out of nowhere and tackled Mary Jane, forcing her to the ground. Mary Jane attempted to scream but the figure grabbed her throat, nearly crushing her windpipe and keeping her from screaming for help. He then released his grip, allowing Mary Jane to breath, before he then swatted her across the room and into the couch with his tail. Mary Jane struggled to get up but the figure forced her back down and planted his hand over her mouth as a wrist-blade popped out of his other hand. Mary Jane stared at both the blade and the ever-moving tail of who she finally identified as Scorpion in horror.

"I'm going to hurt you red-head. And I ain't gonna be gentle."

-X-

Peter stood over the beaten and battered Blackie Drago**3** triumphant, and satisfied that of the 14 or so escaped supervillains, he'd already recaptured three. Between Carnage, Goldbug, and now the wannabe Vulture, he was doing pretty good. Unfortunately, most of the more dangerous ones, Electro, Rhino, and Scorpion, were still out there. Thinking of how many villains there still were caused Peter to suddenly lose his previous pride in how far he'd come. Really, he still had a ways to go.

To Peter's surprise and relief, MJ hadn't tried to stop him when he had made it clear that he would have to be out and about hunting down all of the escaped super-villains. Peter reasoned that she had finally accepted that this was something that he had to do. He would not have been able to live with himself if he knew that one of his old losers had killed someone and he wasn't out looking for them.

But that didn't mean he wouldn't take a break every so often. And so, after making sure to leave Blackie Drago for the police, securely webbed up, Peter discreetly made his way back to the Daily Bugle to get his raise from JJ. To his pleasant surprise, JJ kept good on his promise, and Peter left the Daily Bugle a happy Spider-Man. Now that that was out of the way, he would be seeing if he couldn't catch up with his wife and spend the rest of the day with her, as she had the day off from work.

Swinging through the city with boundless energy that came from his pleasure at a good day's work, Peter made his way back to his apartment, discreetly changed back into his street clothes, and made his way into his apartment complex…

"Hey MJ! Guess what? JJ doubled my pay—"

Peter was cut off when he saw how the entire apartment had been effectively ransacked. The table and the couch had both been overturned, the chairs and china broken to pieces, and even the family photos lied on the floor, cracked. But the damage itself paled in comparison to what it all meant:

"No…"

Peter rushed forward in a panic. Every other thing in his head left his mind, as a single, terrible fear, and the anxiousness to get to the woman he loved in time both pushed themselves to the forefront of his mind. He couldn't be too late. He couldn't be too late. He couldn't be…

Peter broke down the door to the bedroom, and saw that it was just as ransacked as the rest of the complex. But here there were two other things: there were claw marks. Including deep slashes that Peter recognized, and there was blood. All over the room; the bed, the walls, everywhere. And then his eyes fell upon the worst sight of them all: his wife's body, beaten, bloodied, and broken.

"_I'm too late…"_

Peter collapsed on his knees amidst the blood and carnage.

"_Forgive me Mary Jane…"_

Peter screamed at the top of his lungs in absolute sorrow and agony.

**Author's Note: Please no shouts of blasphemy. There's still a lot of story left to tell. Scorpion's outfit is what he wore in the Spider-Man 3 video game by the way. And for those who are confused about some of the more minor parts of Spidey history referenced here:**

**Belladonna first appeared in Spectacular Spider-Man Issue 43. She was a fashion designer who had her business and reputation ruined by rival Roderick Kingsly, and tried to kill him.**

**Goldbug is a minor Spider-Man villain who first appeared in the Spectacular Spider-Man comic series. He was killed by the Punisher during Civil War.**

**Blackie Drago first appeared in Amazing Spider-Man Issue 48. He shared a cell with the original Vulture Adrian Toomes. At the time, Toomes was mortally ill, and not wanting to die before Spider-Man, he told Drago where to find his Vulture harness. Drago escaped from prison, became the second Vulture, and went after Spider-Man. Lacking the experience Toomes he had, he was defeated easily. In the Ultimate Marvel Universe, he is the regular Vulture.**


	5. Vengeance

Chapter 5: Vengeance

Peter's screams of agony as well as the apartment's devastation quickly attracted the attention of the other tenants, who immediately called 9-11. By the time the paramedics arrived, Peter was still in the exact same spot as before, still clutching his wife's lifeless body to him. As Peter continued to sob and scream uncontrollably in his grief and rage, one of the MEs walked over to him and told him that he had to let go of Mary Jane's body. After a bit of a struggle, Peter relented, and then just sat there, still trying to absorb this horrific turn of events and cope. But his grief only seemed to worsen, and another thing was building as well: rage.

Peter continued to just sit there, too consumed by his grief too even utter a word. Racing through his mind were thoughts of anger and violence that soon began to completely override his sadness. No force on Earth would stop Peter from finding Scorpion and making him pay. Ideas, violent ideas of what he would do to Gargan when he got his hands around his neck went through his mind, the kind of sick, depraved things that would have been more fitting for someone like Green Goblin, or Carnage, or even the Punisher, but never Spider-Man. But now things were different. Scorpion had taken from Peter the one person he loved more than any other, and with that went any compunctions he would have had about taking his life. His morals were gone, his ideals were gone, and in this one moment, all that was left, was vengeance.

Knowing that there was no time to waste, Peter went to the lead crime scene investigator and told him what he knew, struggling to keep control of himself while talking:

"Scorpion did this. I recognize those claw and slash marks. It was Scorpion. He killed my wife…"

"And how are you able to know that those slashes and claw marks were made by Scorpion?"

"I've taken pictures of him before for the Daily Bugle. I've seen the damage that tail of his does. I know what they look like"

"Well, do you know why Scorpion would want to kill your wife?"

Peter paused. A million and one thoughts raced through his mind as he thought about whether or not he should tell the investigator the truth: that Scorpion had murdered Mary Jane to get to him. Because he was Spider-Man. He could tell him that. Because he was Spider-Man.

But should he? Why not? His wife was dead, what did he have left to lose?

"Because…"

Peter paused. No. He couldn't tell them. At least not yet. Not before he got his revenge. Then maybe he would turn himself in. But not when the Amazing Spider-Man had one last job…

Peter finished his sentence: "Because he hates Spider-Man. I took his pictures, maybe he wanted to kill me to send a message. Or maybe he was just out for some random blood. I don't know. All I know is that the woman I love is dead, and the man who killed him is still out there somewhere"

"Sir, I promise you: we will find whoever did this and bring them to justice"

Peter just nodded solemnly. He turned around, and walked into one of the other rooms, where buried in the back of his closet was a very special outfit…

"No sir. You won't. Not after Spider-Man's done with him…"

-X-

Spider-Man sat brooding above a massive skyscraper overlooking the city. The evening gave way to Twilight, the pinks and oranges of the latter shining an amber light that reflected off of his ebony black costume and gigantic white spider logo. His black gloved hands were itching to shed Scorpion's blood all over the street.

He wasn't concerned about the police getting suspicious. To them he had just run off in his grief. The lead investigator had told some of his men to shadow him and make sure he didn't do anything stupid in his grief, but he'd lost them. And now he'd changed into a costume he swore he'd never wear. But he had never planned to hold his lover's broken body in his arms.

He knew she was coming before he heard or saw her, and called out to her:

"I know you're there Felicia. This is none of your business"

Black Cat came out fully, and didn't bother to mince words with her response:

"I know what happened, and I'm sorry. But you can't do this"

"He murdered my wife. Are you seriously telling me that he doesn't deserve to die?"

"He deserves to die. But…don't do this. This isn't you. I don't want you to do something you'll regret"

Peter sighed. He should have known this was coming. All of his friends and family trying to convince him not to walk the vengeful path. Not to stoop to the villain's level. And they were all right of course. But he'd given up on being the righteous one now that Mary Jane was dead.

"Felicia…don't get in my way"

And before Black Cat could say anything else, Spider-Man fired a strand of webbing at the nearby building and swung away, soon becoming little more than a black dot in the sky that grew smaller and smaller as it went off into the distance.

And out for blood.

-X-

Spider-Man continued his swing through the darkened city, continuing his search for Scorpion. Since the Police were out looking for Scorpion as well, Peter simply discreetly followed them, as they attempted to track Scorpion. Finally, as he was swinging through a seedier part of the city that Scorpion might be near, Spider-Man heard a familiar voice:

"Parker. We can see that you're wearing our colors"

Peter turned and saw Venom was clinging to a nearby wall. Spider-Man simply kept swinging by.

"Stay out of my way Brock"

"We know what happened Parker. We want to help. Help you deliver justice"

Peter was briefly caught off guard by this. He swung back around and landed on a nearby rooftop to address his old enemy. "You do?"

"Yes. We may hate you, but your wife was innocent. She did not deserve to die. So we are offering a truce. We will work together to find the evil Scorpion, and make him pay for his sins."

"Yeah, there's no "we". I'm telling you the same thing I told Black Cat: stay out of my way"

"Don't play the badass with us Parker. We only wish to help you kill the Scorpion"

"I don't want your help Brock. And I don't need it either"

Spider-Man swung off in a fury, not wanting to deal with Venom any longer. He continued his swing through the city, hellbent on finding and killing Scorpion. He couldn't wait. He couldn't put it off. It had to be tonight. He would keep going until Scorpion was dead.

-X-

Scorpion kept running as fast as he could, still sticking to the shadows but now more out of desperation than anything else. He knew that the police were looking for him now. If they found him, he'd be in serious trouble. His battle-suit and superhuman durability granted some protection, but he still wasn't bullet-proof.

And then there was the Spider. No doubt he'd be after Scorpion like a frenzied dog for what he'd done. For a second, Scorpion found himself wondering if it really had been a good idea to kill the wall-crawler's wife, knowing how he would react to it, but then quickly decided that it was worth it. All of it worth it…

Scorpion was shaken out of his thoughts when he thought he heard someone coming his way. Scorpion ducked to one side and lied still, quiet as could be. Finally, after a few moments, he decided that it was safe to keep moving…

No sooner did he start to move did Scorpion feel vicious kick to the face that shattered his visor and dazed him as he was knocked back by the force of the blow. As he attempted to get back and center himself, his assailant launched an uppercut that sent him reeling even more, and then tackled him fully off the building. As the two went plummeting, Scorpion knew it could only be one man…

-X-

Spider-Man was now on top of Scorpion as they plummeted in free-fall down to the streets below. It would be a rough landing but Spider-Man didn't care. There were no games here. No antics, no jokes, no flashy performance. Just the naked simplicity of revenge.

Peter punched Scorpion as hard and fast and viciously as he could, each blow knocking out teeth or blacking out eyes, or drawing blood. Eventually, Scorpion grabbed one fist and attempted to punch with his other hand, its wrist-blade popped back out. But Spider-Man dodged the blade as it came, and resumed his punching, launching one blow after blow that Scorpion rolled with as best he could. Finally, as the two neared the cold hard pavement below, Spider-Man leaped off of Scorpion and web-swung to safety as Scorpion continued to plummet, finally hitting with such force that it made a small crater out of his landing spot.

Wasting no time, Spider-Man swung down to confront him and resume his assault. Upon landing, he saw that Scorpion had already recovered and was coming at him in a fury. Spider-Man simply held his ground and as each swing of Scorpion's tail came, he simply leaned back or to one side to avoid each swipe, finally, cart-wheeling backwards as Scorpion plunged the sickle-head of his tail into the ground. Side-stepping to one side as Scorpion pulled his tail out, Spider-Man struck out at him with the most vicious punches he could muster. Punch after punch, blow after blow, rage clouded his vision, and in his mercilessness he did not allow Scorpion even a second to recover.

But of course, Scorpion would only take a merciless beating for so long. Eventually recovering for one precious second, Scorpion swatted Spider-Man to one side, sending the web-head crashing into a nearby car. Not wanting to stick around, Scorpion took off, bloodied, and battered, as Spider-Man recovered. Seeing Scorpion flee, Spider-Man gave chase after him.

"DON'T YOU DARE RUN FROM ME GARGAN! I'm coming for you! You hear me? I'M COMING FOR YOU!"

Spider-Man continued his pursuit, as Scorpion continued to flee into another part of town, traversing the alleyways as Spider-Man kept swinging after him. Eventually, Scorpion's retreat took him to a dead end. Scorpion swore under his breath and before he could scale the wall, Spider-Man was upon him. Now cornered, Scorpion lashed out as a wild animal that has been cornered does, swinging his tail wildly, slashing Spider-Man's costume and knocking him back. Spider-Man recovered quickly and kept backing up. Spider-Man had now angered Scorpion such that he was no longer interested in fleeing. His hate had finally overridden his fear and now he was at him in a frenzied fury, much like Spider-Man was with him.

And so their fight resumed, Spider-Man keeping up his relentless assault and Scorpion responding with nothing short of absolute viciousness. Spider-Man ducked and dodged as much as he could, and whenever he was knocked down or sent flying, he simply got up, ignored the pain, and rushed at Scorpion again. Their fighting continued for what seemed like hours, but in truth who could say how long it went? Only that Spider-Man was determined to win, and not just win, but also kill, a man who he now hated just as much as the Green Goblin.

He just wished that his friends and family could understand…

-X-

The shadowed figure donned his orange cloak and prepared his lethal arsenal for when he faced his arch-enemy in person. He had planned on waiting until the very end to reveal himself, but figured that with the mask the Spider wouldn't know who it really was. And besides, he just couldn't resist the urge to rub Spider-Man's tragedy in his face. Therefore he didn't plan to finish him just yet. Only to make his presence known. Before getting on his usual method of transportation, he turned to his triggerman:

"It is time. Gargan's outlived his usefulness, and now that Spider-Man's world as he knows it has been destroyed, it is my turn to strike in person"

"Yeah. Too bad about Scorpion though"

"Just another pawn in the game. And all pawns are expendable. No worries though Ryan. You've been a useful triggerman to me. And actually, as it stands, I have one more job for you…"

"And what would that be?"

"There is one more loved one the Spider has. She lives in Queens…"

-X-

Spider-Man and Scorpion's bloody struggle had reached its climax, and Spider-Man stood ready to deliver the coup de grae and finish his hated foe…

His spider-sense started going off, but Scorpion was down and defeated. By the time Spider-Man realized what was going on, a clawed lasso wrapped around his neck and pulled him away from Scorpion. Spider-Man forced the lasso off with all of his strength, and then turned to confront the source of it. He cursed himself for not figuring that she would come and get in his way.

"Spider don't do this. This is not what you want to do, this is not who you are!"

"Don't spoon-feed me any idealistic lies! My wife is dead! I held her dead body in my arms! He deserves to die for what he's done!"

"Is that what the Punisher used to say to you?"

Spider-Man paused for a moment. Then, he responded, quite darkly:

"Yeah, something like that. But you know what? Maybe the Punisher was right all this time. What business did a guy like me who never had to see his wife murdered have with lecturing somewhat like that? Well now we're in the same boat, and now I don't care what he does. So I'm a hypocrite. I don't care"

"Dammit listen to yourself! You don't even sound like yourself! The Spider I know would never sound like that!"

"The "Spider"" Peter put as much contempt into the word as he possibly could. "…That you know was so caught up in playing super-hero he couldn't even be there for his own wife. And what kind of a hero is that?" Spider-Man demanded angrily. Not even bothering to wait for a straight answer, Spider-Man angrily turned his back to Black Cat and turned to face Scorpion, who had attempted to crawl away in defeat. Spider-Man viciously webbed Scorpion back down and punched him again to make sure that he stayed down. He then went to Scorpion's tail and started to pull.

"AGHH! What are ya doing? That tail's connected to my spine! If you rip it out…"

"That's the idea moron"

"NO! LET ME GO YA FREAK! LEMME GO! HELP! HELP!"

But Scorpion's shouts for aid fell on deaf ears. Spider-Man continued to pull, oblivious to the messy kill he was about to perform. But then he heard Black Cat's voice again:

"Peter…Peter please stop"

Caught off guard by his real name being used, Spider-Man turned to face Black Cat again. She had actually referred to him by his real name. The real name that had driven them apart before…

"Felicia…please…I have to do this. This is all I have left…"

"What about your Aunt? Or your friends? Or me? Don't we all still have a place in your life? Do you think that Mary Jane would want you to give all of us up for some lousy revenge?"

Spider-Man lowered his head solemnly. "There are a lot of things that Mary Jane would never have wanted me to do…like keep being Spider-Man. And she was right. This is all because of the costume. All because of the damn responsibility. My responsibility should have been to her!"

"Then honor that! Don't kill him! Don't do something that she wouldn't want! Don't rip that bastard's spine out even though he deserves it. Don't become just another killer…"

Spider-Man struggled with these words. His rage was still there, but now his better nature and common sense were coming back to him. He was realizing just how pointless this revenge was…and yet he still felt so desperate…like he had to do it…that it was all he had left even though that wasn't true…

Then his spider-sense began to go off. Spider-Man turned to Black Cat:

"Move now!"

But Felicia didn't move quickly enough, and Peter fired a strand of webbing at her and pulled her towards him as a bomb went falling down and landing in a deafening explosion that left Spider-Man left silently disoriented. The blast also knocked Black Cat forward, and injured her. Forcing himself to refocus himself, Spider-Man rushed forward and checked her pulse and breathed a sigh of relief upon finding that she wasn't dead. He looked up and saw a horribly familiar sight: a man in blue armor with orange gloves, boots, and a hooded cape that he wore over a maniacal white mask. And under his feet was an all-too familiar goblin glider. His look had changed little from when he had last seen him.

The Hobgoblin.

The maniacal mastermind behind Spider-Man's loss looked at him with a facial expression of sadistic amusement.

"I had a feeling I might find you here…"


	6. Nemesis Revealed

**Author's Note: Sorry for the delay, but I've been kind of busy. Here's Chapter 6, and yes, things will be more dark and grim from here on out.**

Chapter 6: Nemesis Revealed

He was back. The Hobgoblin was back. Peter only had a second to take this realization in before the Hobgoblin prepped another pumpkin bomb and hurled it at a recovering Black Cat. Spider-Man fired a strand of webbing at the pumpkin bomb and hurled it right back at the Hobgoblin. Hobgoblin flew out of the way and the pumpkin bomb went sailing through the air before exploding behind Hobgoblin. Keeping up his sadistic grin, the Hobgoblin opened fire with laser blasts from his gloves. Spider-Man had seen this before; all of the old tricks the Green Goblin used to use where old tricks for the Hobgoblin too. Using his superior agility, he moved out of the way as Black Cat did the same. Spider-Man fired some web bullets at the Hobgoblin to ward him off, but Hobgoblin simply avoided these as well.

Next to be thrown at Spidey were the razor-bats. Ducking as they were hurled at him, Spider-Man leaped to the nearby wall and web-zipped onto the Hobgoblin's glider to confront the villain. What followed was a vicious exchange of blows between Spider-Man and the Hobgoblin, with the glider unable to hold both. But Spider-Man wasn't able to force Hobgoblin off the vehicle. He was tiring too quickly, his fight with Scorpion having taken everything he had. Only the adrenaline was keeping him going now, and that wouldn't last forever. He made one more half-hearted attempt at a punch that Hobgoblin easily dodged, snidely remarking:

"Oh _that's_ not going to do it. Heh. You're usually a little more precise than that…"

Hobgoblin retaliated by punching Spider-Man in the gut following Spider-Man's last attempted punch. Being hit in the gut with an under-handed punch by someone with strength equal to his own caused Spider-Man's knees to buckle, and Hobgoblin, seeing this, followed it up with a punch across the jaw before than swinging his arm out like a cudgel and knocking Spider-Man off the glider.

"What gives?" Hobgoblin asked with barely restrained joy. "Fight with Scorpion tucker you out?" his tone took on a mock concern at that last part, "Or is your poor wife's death making you sloppy?"

The Hobgoblin's relentless and callous mockery reignited Spider-Man's rage, and he went after Hoboblin again with renewed bloodlust. Ignoring the fact that Hobgoblin obviously knew who he was, Spider-Man was all set to go at him again when he had to move out of the way of another hurled pumpkin bomb. By now, the noise had attracted a fair bit of attention, and people were now coming out to see what was going on. Taking notice, Hobgoblin unexpectedly soared forward, and grabbed Spider-Man by the throat, before then soaring into the air with him.

"Oh no. Don't want any witnesses. Let's take this to someplace more private eh?"

Hobgoblin chuckled as he continued his joy-ride with Spider-Man, who struggled first to tear himself from Hobgoblin's grip and then to force him off his glider. But it was no use. Hobgoblin was overpowering him. Finally, they arrived at a nearby rooftop, where Hobgoblin threw Spider-Man to the ground. No sooner did Spider-Man recover did he have to move out of the way of another hurled Pumpkin Bomb. He then webbed onto Hobgoblin's glider again, launching himself forward before Hobgoblin could cut his webbing in time. But as Spider-Man descended on Hobgoblin once more, dodging another pumpkin bomb, Hobgoblin fired another laser blast that him square in the chest and knocking him back down. With no nearby buildings to swing to, Spider-Man plummeted as Hobgoblin flew down after him, hurling several razor-bats that cut Spider-Man up badly.

Finally, Peter landed hard on the building, and as he he forced himself back up, Hobgoblin soared over him triumphantly.

"Oh this is too easy! I could kill you now and I wouldn't even be breaking a sweat! But oh no…the time to kill you hasn't come quite yet. You still have loved ones that need killing. Like that dear old aunt of yours…"

Peter's eyes widened in horror under his mask as pain wracked his entire body and the knowledge that Hobgoblin now knew who he was fully sunk in. As if he could see the fear on Peter's face, Hobgoblin responded gleefully:

"Oh yes…I know about all the people you love. And I'm going to use that to twist you up so much that your spine will scream in agony. And then, only then, once everyone you love goes the way of your poor wife. Only when I have you literally begging for it to be over will I finally put you out of your misery and—ARGGH!"

Blood spattered out from the back of Hobgoblin's leg. Spider-Man jerked his head to one side and could see that Black Cat had sliced at his leg with as much fury as she could put into those claws of hers. With the skill and grace of an Olympic gymnast, she ducked Hobgoblin's retaliating strike and then dived off the glider, using her grappling hook inserted into Hobgoblin's glider to ease the descent.

Hobgoblin fell down on the knee of his injured leg and eyed Spider-Man and Black Cat for a second or two, his grin replaced with incredulous fury before remarking:

"Meh. I hadn't planned on killing you anyway. As for the white-haired slut who sliced my leg, I do believe you count as someone he cares about…"

Hobgoblin was cut off when his glider suddenly began to shake and lose altitude. Panicking, Hobgoblin checked the bottom of the glider and could see that someone had sliced the bottom circuitry out. He looked up and glared at Black Cat as his glider continued to stagger and lose its balance. Infuriated, Hobgoblin, directed his damaged glider away from the two, vowing as he did:

"You'll die a slow death my dear. Very slow…"

As Spider-Man watched the Hobgoblin fly away, he set off to go after him, but Black Cat held him back.

"LET GO OF ME FELICIA! THAT MONSTER MURDERED MY WIFE!"

"Peter you're bruised and bleeding all over, it's a miracle you aren't dead yet. Please, you'll only get yourself killed."

For a moment, Spider-Man kept struggling before Felicia's words began to sink in. She was right. The adrenaline was finally starting to wear off, and all of the bruises, cuts, and a now fractured bone or two were finally sinking in. He could barely stand. He began to stagger but Black Cat held onto him and kept him steady.

"Come on. We need to get you to…to…no. I can't take you to an actual hospital…"

"Oh why not?"

"What do you mean why not? Secret Identity remember?"

"For G-d's sake Felicia. You knew what I was going to do to Scorpion. And he knows who I am since I didn't kill him. My secret's gone as it is."

"Scorpion's gone Peter."

"What?"

"Some armored guys took him. S.H.I.E.L.D. I think. I wasn't sticking around to ask questions, I just took a look back when I was swinging off after you. Now come on, I'm taking you to some old friends…

-X-

Ryan sat with his sniper rifle at the ready, hiding out of view of the houses in the neighborhood. Queens. Spider-Man's aunt lived in Queens. This whole time, Ryan had never suspected the Amazing Spider-Man of having such an underwhelming background. But maybe in hindsight it wasn't so surprising. He always was an underdog…

Ryan returned his attentions to what was on display in his scope, focusing on the elderly woman who was apparently Spider-Man's aunt, and waiting for the opportune moment to take the shot. He wanted to make sure that all was quiet so when the shot was fired, he could get away with the least amount of trouble.

But as he was getting ready to pull the trigger, Ryan was tackled out of nowhere by a large, massive form that grabbed him and hurled him out into the street. Grunting in pain from the cracked bones, Ryan staggered to his feet and took aim at the massive black figure coming at him.

But the black figure was agile, and he moved out of the way of Ryan's sniper rifle. Soon he was right on top of him, grabbing his sniper rifle and smashing it on the ground until it broke like a twig. Now in full view, Ryan could see that his attacker was Venom. Desperate and panicking, Ryan drew a back-up handgun and started firing at Venom, but the bullets had little to no effect. Grunting angrily, Venom grabbed Ryan's pistol arm, and hoisted him up by it, crushing the arm as he did so. Ryan screamed in agony. Venom opened his mouth and bared his fangs, hissing as his long tongue came out and flickered about.

Desperate, Ryan grabbed his knife with his free hand, and jammed it as hard as he could into Venom's open mouth. Venom screamed in agony, releasing his grip on Ryan as he clutched his bleeding mouth. Not bothering to stick around, Ryan fled into the night as Venom's symbiote took to trying to repair the damage done to his mouth. By now, May had come out to see what was going on. She stopped dead in her tracks upon seeing Venom. The symbiote anti-hero turned to her and said gruffly:

"Go…back inside Ms. Parker. We're not going to hurt you."

Aunt May said nothing, she just cautiously eyed Venom, then the small bit of blood forming near Venom's feet, and then finally inched back inside and shut the door.

-X-

"I'm sorry, but I can't believe you brought him here"

Black Cat shot a look at Hawkeye that silenced him immediately, her green eyes feeling like they were drilling holes in him.

"Shut up. I couldn't take him to a hospital. And I said why a million times"

Hawkeye held up his hands. "I know, I know, but Jane's only one woman, and good as she is, she doesn't have the same resources an actual hospital would…"

The two were interrupted when the door opened and Jane Foster and Luke Cage came out carrying Spider-Man, bandaged up and with his black costume replaced with casual clothing. Black Cat's eyes lit up.

"Spider!" She turned to Jane:

"How is he?"

"He'll be fine if he rests…"

Peter grunted, struggling to stand up on his own as he did so.

"We need to…get to my aunt's house."

"What? No, you need to rest, didn't you—"

"We need to get to my Aunt's house, before Hobgoblin kills her too…"

"I'll tell Stark to go over and check on her. But you need to lie down kid…"

"There is no need"

Everyone looked up and saw Venom clinging to the ceiling, in a manner reminiscent of what Peter himself was known to do. Finally though, he dropped down and addressed Peter:

"Someone tried to kill your aunt. But we took care of them. Your Aunt is safe Parker."

Everyone, especially Peter, was left dumbstruck by this. Venom had saved his aunt's life. For a moment, Peter's rage, grief, and pain subsided as he said words he never thought he would say:

"Eddie…I…thank you…"

"No. Don't thank us Parker. We only did this for the woman. Not you. We still despise you"

"Yeah? Well guess what; you don't have to worry about that anymore."

"And why is that?"

"Because as of right now, Spider-Man doesn't exist anymore."

Venom, though he did his best to remain unfazed, couldn't help but be taken-aback by this. Peter continued:

"You're New York's web-slinging hero now…"

Peter pointed at Venom's white spider logo before leaving Jessica and Luke's side and limping away, his head lowered:

"I quit"


	7. Shadows and Light

**Author's Note: Sorry taking so long to post chapter 6. The site was giving me grief in editing my stories. But at any rate, here's chapter 7. Enjoy! **

Chapter 7: Shadows and Light

Days went by in a monotonous fashion after Peter's battles with Scorpion and Hobgoblin. He couldn't do anything with himself. After his apartment was repaired, Peter just spent his days there alone, unable to eat, sleep, speak, or cry.

Mary Jane's funeral was the worst day of his life. There wasn't any other way to describe it. He was too young to remember his parent's deaths or even understand why they had died, his uncle he had his aunt and Gwen, and as for Gwen herself…for Peter, Mary Jane's death eclipsed even that. Mary Jane's death now hung over his head and left a hole inside of him the same way that Gwen's had. Two lovers dead, and now their deaths, his greatest failures, began to merge into one great tragedy in his mind. It seemed no one who loved him was safe.

Everyone had shown up for the funeral. Well, not quite everyone. None of Peter's fellow superheroes came except for Matt and Felicia, since Peter Parker had no connection to the Avengers, Fantastic Four, and X-Men. Just Spider-Man. And it wasn't Spider-Man who was in mourning.

_Its Peter Parker whose in mourning. _Peter thought bitterly. _A widower because of Spider-Man. He took my wife from me…_

Mary Jane had been everything to him. Her happiness, her warm smile, her incomparable beauty…everything about Mary Jane was perfect. She had been too good for him. And as Scorpion had shown, too good for the world she lived in.

Peter felt that it was such a sick joke. Here he was, out fighting the good fight, battling super-powered criminals so no one would die the way his uncle had. He was doing good by his uncle, living up to the "With great power came great responsibility" philosophy that had driven him ever since his uncle's murder, but in so doing, he wasn't there for his fiancée when she needed him the most. He had failed another person he loved, and because he was pointlessly trying to honor another. It was never enough. No matter how much he struggled, no matter how much he tried to make it right and save the day, it was never enough. He always let someone down. He always failed someone…

Well, Mary Jane was going to be the end of it. He would never let another loved one down again. As it was, the only family he had left now was his elderly aunt. The salt of the Earth. And there was no way he would lose her too. Not this last person who still loved him.

After the funeral, Peter was approached by Harry, who had been dead silent the entire funeral. Peter could see on his face and in his lack of movements just how empty Mary Jane's death had left him. Well, Harry had been sweet on her once upon a time, and Peter suspected now that he had never fully lost his attraction to her, even after becoming a married man…

"I just can't believe that this happened…" Harry said solemnly. "I mean one minute she was talking casually with Liz about starring in a play, the next…"

Harry trailed off. His voice sounded hollow, and his eyes looked empty. His shoulders drooped, and Peter could see how Mary Jane's death had shook him as deeply as it had Peters…

Finally, Harry let out a sigh and said to Peter: "Look Peter, just know that…if you need anything…you always have your best friend to turn too alright?"

Peter nodded solemnly without a word. He wasn't going to ask anything of his old friend, not when he had clearly been hit so hard by this too. And besides, he didn't want much anymore. There was hardly anything left for him in the world now…

Peter stayed with his aunt back in Queens until his apartment was repaired. She, like Peter was hit hard by Mary Jane's death, though she did her best to try and ease her nephew's pain. It didn't help. Nothing did. Nothing erased the sadness, the grief, the anger, and above all, the _guilt_.

One day, his aunt approached him and told him to sit down, and that they had to talk.

"Peter…I've been watching you, and I haven't said anything about this until now because I didn't want to come off as trying to suppress your grief, but you must understand…none of this was your fault."

"Your right Aunt May. It wasn't my fault…it was Spider-Man's."

"It wasn't his fault either" Aunt May responded, her tone growing slightly harsher, as well as harder. "It was not Spider-Man's fault. Spider-Man was doing his job, he was protecting the innocent and stopping criminals like the Vulture and Carnage. He was being a _hero_."

"Then why wasn't he there for his own wife? Why wasn't he there when his wife was killed? Or when Gwen was killed? Or when…"

Peter broke off at that moment. He could see Aunt May fighting back the tears already, and not because Peter had raised his voice either.

"Oh my G-d…I'm sorry Aunt May. I…I didn't mean to open up old wounds…"

"I know Peter, I know…he's forgiven you"

Peter lowered his head solemnly.

"Well I can't forgive myself"

That night, before he was to return to his apartment, Peter lit a fire in an oil barrel and set his old red and blue costume ablaze. And on that small pyre, he made a promise: Spider-Man no more. Spider-Man was no more…

-X-

Weeks passed, and the whole of New York City did not see or hear of Spider-Man in all that time. And parts of the city couldn't help but be perplexed, and also a little sobered. Though he was just one of many superheroes, Spider-Man was easily the most recognizable one who had been solo for so long. Of those who were known as "street-level superheroes", Spider-Man was the one everyone knew. The only one who wasn't still considered an urban legend. And despite Jameson's best efforts, some people did appreciate his presence. A man who had saved so many of them and never asked for anything in return. And people wondered: where was he now?

Even the criminal element couldn't help but wonder where their red-and-blue foe had gone off too. As a couple of thugs were handling some shipped drugs, one of them asked the question that had already been asked dozens of times before:

"So where do you think Spider-Man ran off to?"

"He's at home washing his tights" One of the other thugs replied sarcastically, before following it up by saying venomously: "How the hell should I know? He's gone, and I hope he never comes back. Punk can go die in a ditch for all I care"

An eerie voice cut through the darkness at that moment.

"Ooh, ouch. That was rude. Of course, to be fair, I share your sentiments…"

The panicked thugs turned to face the source of the voice only to see nothing but pitch black darkness. Suddenly, out of the shadows came several black tendrils that disarmed the thugs of their respective guns and tossed them aside. Before the thugs could make heads or tails of what was going on, Venom leaped out of the shadows and in a quick and brutal series of blows, took down and webbed up the whole lot of thugs. As he ran off into the night once more, Venom beamed with pride at his victory.

"Ah…with the accursed Spider gone we can now be a Lethal Protector for the entire city! So perfect…"

-X-

Another day went by without an ounce of meaning. Peter knew subconsciously that he was growing tired of purposefully misspending his days, but what else was there for him? Since MJ's death, JJ had finally shown some human decency and let him take a leave of absence from his work until he was ready to return. As it was, Peter couldn't think of anything else to do with his life. Friends had come and gone, offering condolences, but beyond that, Peter just spent his days in isolation. Not a healthy thing, and Peter knew it. Really, he should be seeing a therapist. One or two friends had recommended that, and as Peter watched the sun go down and another day of sorrow went by, he decided that maybe he should do that. So the next day, he sought out a psychiatrist.

Bart Hamilton**1** was his name. He was a man of average height with brown hair and a beard. Peter went to him and Hamilton agreed to start seeing him. And so in the following days, Peter went to Hamilton and did his best to vent his sadness and grief and hope that Hamilton could do something for him. One day, Hamilton told him that he had to leave for one moment and told Peter to wait for him. As Peter lay there on the couch he felt his spider-sense go off, but only slightly. Turning his head to one side, he looked out the window, and could see, in the distance, a fire. Peter shook his head and turned away. Finally, Hamilton came back, and the session resumed. After it was finished, Peter walked back to his apartment, hearing the wailing of Firefighter trucks as he did so. Peter chose to ignore it and kept walking.

_Not my problem. _He thought. _Not my problem…_

He'd said that once before. A long time ago…

-X-

"_Hey, somebody stop that guy!"_

_He was a weasely man, with a rough-looking face, running towards him. A cop was running after him…_

_And he just stepped aside. The man ran past him, into the elevator, and the door closed…the man smiled at him. Not a mocking smile, or a cruel smile, but a thankful one. He had, after all, let him escape._

"_What the hell is wrong with you?" The officer demanded. "You let him go!"_

"_Not my problem" he had said. "Not my problem…"_

_There was a gunshot. His uncle dead, a hole in his chest…his arms were at his killer's throat, his eyes seeing the face…_

_His._

"_You did this…you didn't do the right thing."_

Peter awoke in a cold sweat. It was a nightmare. Just a nightmare. But it was also him remembering the day he let his uncle's future killer run right past him. Why? Why had he done that? Another stupid decision in a lifetime full of them. For a moment though, his uncle's words of wisdom rang in his ears once again:

_With Great Power, comes great responsibility_

No. He had forsaken that. Those words were what had killed the woman he loved. He wouldn't listen to them ever again. It wasn't his responsibility anymore…

He heard a scream. A loud scream. He looked out the window. A woman was being dragged into a nearby alley by two men who Peter identified as Yancy Street Gang members. He saw the woman try and tear herself free from one of the hoodlum's grip, but he remained firm. Peter was seeing this all unfold, wondering why no one else was seeing it, or was trying to stop those men…

Peter shook his head. No, he couldn't let this happen…he couldn't have that on his conscience too…swearing to himself, Peter leaped out the window…

-X-

The woman continued to struggle fiercely against the two thugs but it was no use. She kicked one as hard as she could but it did no good. It just made the man angrier. He took out a stiletto, and with a snap, out came the blade…

Before the thug could come any closer, he was yanked into the air, screaming in terror before being slammed into the wall and punched out by a figure hidden by the shadows. Before the second thug could even react, he was blinded by webbing to the eyes. As he screamed and yelled obscenities, the woman watched as the shadowed figure descended on the second thug and delivered several brutal kicks and punches to the man.

The woman stared at her silhouetted savior in silent awe. As he rose fully, she finally said, nervously:

"Spider-Man…? Is that you?"

Spider-Man turned a little, but then looked back away. He still had a secret identity after all. Without a word, he scaled the wall and disappeared. He returned to his apartment and sat down on his bed, deep in thought. He'd done it again. He hadn't planned on it, but he'd just played hero again. He couldn't believe himself. But he realized: he couldn't help himself. If he could re-do those last few moments, he would have acted in exactly the same way. There was no denying it. He couldn't stop. He couldn't just stand by and watch it happen. His uncle's words rang in his ears once more…

_With great power comes great responsibility_

-X-

The calm and quiet New York day was turned into a chaotic panic when a certain quartet of supervillains began smashing their way through anything and everything in their path.

"Outta the way punks! The Wrecking Crew**2**'s looking to make a good score here!"

And indeed, people fled in terror as the aptly-named Wrecker swung his magically-enhanced crowbar left and right, smashing cars, tearing out parts of buildings, and swatting away anyone unfortunate enough to remain in his path. Simultaneously, the other three members of the Wrecking Crew, Thunderball, Piledriver, and Bulldozer, also engaged in various forms of destruction.

Finally, they arrived at their destinations, and brutally smashed the bank apart piece by piece before helping themselves to piles of loot. Wrecker beamed with pride as he and his team walked away from the carnage rich.

"This is great! With the Avengers reeling from that crap with Latveria a few weeks ago, we got free reign in this city! Anything we want!"

"Don't kid yourself."

"Huh?"

A mess of webbing struck Bulldozer in the face, bringing him to his knees as he attempted to tear it off. The other three members of the Wrecking Crew looked up in surprise and awe, as a familiar agile figure clad in a black costume with a white spider logo sat perched on a nearby lamppost.

Before any of the Wrecking Crew could react, the Amazing Spider-Man was at them with superhuman agility, bouncing off of Thunderball and Piledriver with ease before then going after Wrecker, kicking him in the face as he simultaneously disarmed of his crowbar. And within mere moments, the leader of the Wrecking Crew was down and out.

"Amazing…"

Spider-Man launched himself at Thunderball, kicking him back as he did so.

"Spectacular"

Now only Piledriver remained. Spider-Man moved out of the way as Piledriver came down on him with all of the strength he could muster. Piledriver quickly recovered and ran at Spider-Man with the force of a freight train. Standing his ground, Spider-Man fired some webbing at Piledriver's face, blinding him as he had done to Bulldozer. Leaping above the still-charging Piledriver, Spider-Man tripped him with a sweeping kick and delivered the knock-out punch.

The crowd stood in awe as Spider-Man stood there triumphant. Their hero was back.

-X-

Ryan stood there as the Hobgoblin, his mask on the floor and his true face hidden by the shadows, read the latest Daily Bugle headline: "Spider-Man is Back."

"So our little arachnid has decided to come out and play again. Perfect. Just perfect. He'll realize soon enough what a fool he was. Should have stayed hidden. But now he won't live to regret it…"

"Yeah, sure. We'll get the last laugh when all is said and done."

"Indeed. That will be all Ryan"

And so Ryan left the room Hobgoblin was in, and staggered a little bit as he did so. He had been feeling odd ever since his scuffle with Venom, and it wasn't physical injuries either. He hoped that the freak hadn't infected him with something…

-X-

He swung through the city with the same skill and grace he always had, but without the joy and thrill he used to possess. That was the way it was now. No more games, no more antics. Just the naked simplicity of doing what he had to do. Because there was only Spider-Man. Spider-Man was all that was left. It was all he had left. So he would embrace it. But the joy, the thrill, and the happiness, were gone. All of it as dead as everything else he had lost in his life.

Finally, he arrived at his destination: Spector Tower. Home of Marc Spector, and as Spider-Man knew, a little more…

He could see who was there: Matt, Felicia, Moon Knight, and the Black Widow. Small group, and no one he wasn't well acquainted with. He would manage. He dropped down, making his presence known to the four street-level heroes.

"Hello. I hear you guys are a team now. I want to join"

**Author's Note: For those wondering…**

**Bart Hamilton is an actual Marvel character who was Harry Osborn's psychiatrist. When Harry became the second Green Goblin, he was actually able to get Hamilton to become his fall-guy, and Hamilton died in action as a fake Green Goblin**

**The Wrecking Crew are really a team of Thor/Avengers villains who first appeared in Defenders Issue 17. But they have appeared once each in both Spectacular Spider-Man and Amazing Spider-Man as well, so Spidey has fought them before in mainstream continuity. They were given their super strength and durability when they were all simultaneously struck by lightning while all holding Wrecker's crowbar**


	8. Marvel Knights

Chapter 8: Marvel Knights

Peter's time on the Marvel Knights was an interesting one to say the least. He had never really been on a team before, but he was in a different mind-set now. He didn't have Mary Jane or the life he used to have anymore, so he needed something in its place. That was the Marvel Knights.

The team's overall mission was really just the same thing that they had all been doing individually for years: keep the streets clean. Another more specific long-term mission was to track down and recapture the remaining Ravencroft escapes. As it stood, only a handful of them were left, namely Electro, Rhino, Beetle (who had escaped during Spider-Man's last battle with him and Blackie Drago) Boomerang, Chameleon (who Peter knew would be a pain to recapture, assuming that they could recapture him at all) and Jack O' Lantern. The Marvel Knights planned to take them all down. And when they weren't doing that, they were tackling the usual New York street crime, albeit now as a group instead of as individuals.

At first, Peter had a little trouble adjusting to a team environment. He wasn't used to taking orders. And then there was also the fact that he had some doubts as to whether or not his fearless leader could actually keep it together. Peter had known Moon Knight since his college years, and while he could probably claim to be one of the vigilante's few friends, he knew as well as anyone that "Moony" as Peter had used to call him, had a history of instability. He was almost schizophrenic when he wasn't just plain crazy, and only now had he seemed to finally regain control of himself. Peter was reasonably skeptical.

Still, they did operate successfully as a team, making their presence as a team clear to New York's underworld by disrupting, if not outright demolishing, their various drug and extortion-based operations. All of them were old hats at it, and Black Widow had black ops experience, so they did well together.

But as the team continued to operate, Peter could tell that his teammates were looking at him differently. They could see how he was different, his fighting style was more hard and fast, and less flashy then it used to be, and his one-liners, whenever he did crack them were straight up insulting and abusive instead of playful. They all knew something was up, but none of them confronted him about it. If anything, Moon Knight seemed to like Peter's new tough edge, and Widow could hardly care less it seemed. And yet…he knew it was only a matter of time before someone confronted him about it…

-X-

"So why did you join?"

Spider-Man turned around to regard the black-clad Russian woman known as the Black Widow and forced himself to suppress a sigh. Black Widow. He'd seen her a few times before, and they'd worked together once or twice before, but they were definitely not "friends" by any definition of the word that Peter was familiar with. If anything, she always seemed to have it out for him. Or was always suspicious about him because he kept his identity secret.

"_Thought she'd never seen a masked superhero before…" _ Spider-Man thought bitterly. If nothing else, she didn't seem to care for his one-liners. She did, however, seem to also acknowledge that he was effective and got results, so maybe there was at least that level of respect between them.

But now here she was, asking him a question that he honestly did not want to answer. But at the same time, it did make sense. Someone had to ask the obvious question after all. Why did Spider-Man, the most well-known solo superhero ever, suddenly decide to join a new up-and-coming team of street-level heroes? Matt and Felicia hadn't asked the question because they both knew what he had been through and thus already knew what his reasons more or less were. And Moon Knight had just been happy to have another man on the team, especially one that he could trust, so he didn't bother to ask either. So that just left Black Widow.

Well, Peter decided that it was now or never. Nothing was ever going to get past the woman, so he decided to give a solid answer:

"Because I don't have anywhere else to go"

Black Widow gave him a look of puzzlement, her emerald eyes, which reminded Peter a lot of Felcia's, analyzed him in a manner that made him feel as if he were being dissected alive. Finally, she ceased in this, and then said:

"And why is it you have nowhere else to go?"

Spider-Man felt like asking her why she was probing so much. He certainly would have asked the question to anyone else short of Thor, but held his tongue here. He thought for a moment before giving another purposefully vague answer:

"Life hasn't been kind."

"It rarely is" Black Widow replied. She studied him a little longer, and then finally, she turned and left. Spider-Man once again had to suppress a sigh, this one of relief. He was afraid that she would have tried to probe a little more, and he was grateful that she didn't.

And yet, what she had said...he found himself wondering, what had she been through in life? And that in turn got him wondering…

He called out to her:

"Hey Widow, why did you join?"

Black Widow stopped, and turned around to face him. Eyeing him once again with those piercing green eyes of hers, she replied:

"Because life hasn't been kind"

-X-

"Peter"

Spider-Man turned to see Daredevil walking up to his perch. Spider-Man turned back around to face the setting sun, barely even acknowledging Daredevil as he gave his reply:

"I'm not in the mood to talk DD"

There was silence for a moment, but Peter could tell that Daredevil was still there.

"You know its considered rude to have your back to a person when he's talking to you"

"So is pestering a person who doesn't want to be bothered"

"Come on Peter, don't act like a child. Please hear me out"

Spider-Man sighed deeply. There was no use trying to get Matt to go away. He was just too damn persistent for that. So Spider-Man turned around and faced Daredevil, bracing himself for whatever it was the Man Without Fear had to say.

"What is it?"

"I know what you've been through Peter, and I am truly sorry. But I can see what's going on with you right now…"

"Oh G-d please no DD. I can't stomach a lecture right now"

"…but you have to understand that what you're doing here, brooding like this, acting like a soulless avenger, is not a healthy thing. Peter…you're not the only one whose had to hold your lover's body in his arms. In fact, you're talking to one such person right now."

That got Spider-Man's attention.

"You…lost someone too? Who?"

Daredevil lowered his head solemnly. "Her name was Elektra. And in spite of everything that happened between us, in spite of everything she did, I still loved her. And then she was murdered. And her body was left for me by the monster who took her life."

Spider-Man didn't respond to that. So he and Daredevil were in the same boat. He never would have guessed. Daredevil had always been the righteous one, often tempering Peter's sometimes reckless and overzealous nature with what in hindsight, Peter always knew was the better choice. He hadn't thought he'd suffered the way he had. Which, in turn, made Peter feel foolish.

Finally, he said: "I guess we've all suffered"

"Yes, we have. But I've been where you are now: on the edge of the abyss, ready to fall headfirst in and never come out. And I can tell you: you _don't_ want to stay there. I've danced with the devil so to speak enough times in my life, and its never a pleasant experience. We've all suffered Peter, but the difference between men like you and me and men like the Punisher, is that we don't give in."

Peter was silent. He wasn't sure how to respond to that. He knew that Daredevil was only looking after his well-being, and really, what else were friends for? But at the same time, the "abyss" that Daredevil warned him of already felt like it was consuming him, and in a scary sense, he barely seemed to care. What could he say? He was a man who had lost the woman he loved. There no longer seemed to be much room for righteousness.

And yet somehow Daredevil had managed. Flourished even. How many times, Spider-Man wondered, had Daredevil been faced with massive tragedy only to go around and turn it into triumph? He didn't know. He might never know. But if Daredevil could do it…could he? Could he will himself out of the darkness and become a friendly neighborhood wall-crawler again?

He didn't know. He still wasn't sure…

-X-

As he swung through the city, Spider-Man found himself thinking back on what Daredevil had said to him. The conversation played back again and again in his mind, as he desperately attempted to come to terms with what Daredevil had said to him.

But it was hard. Hard because giving into the abyss was easy. So easy after everything he'd been through, that a part of him wasn't sure it wanted to come out.

It was about then that Peter realized he needed someone to talk to.

-X-

Black Cat had returned to her high-rise apartment and had taken to showering herself following the Marvel Knight's last outing. The hot water running down her was refreshing, even if it did agitate her cut somewhat. The bitch with the adamantium claws had gotten her good before Felicia and Widow had taken her down. And it had been just a scratch too. Adamantium was razor-sharp. An actual slash could have nearly taken her arm off.

She was just glad she'd gotten lucky then.

Exiting the shower, Felicia put on a bathrobe and relaxed in her lounge chair, stroking one of her many cats as she pondered what was going on with Peter. She'd seen how he was acting, and it didn't take a rocket scientist to know what the cause of it was. He might have chosen to become Spider-Man again but that didn't mean that all the old wounds had healed.

And she worried about him. Their love-life was over, and by this point would definitely never return, but she still cared about him. And maybe she did still love him. He was her Spider-Man. Suddenly nostalgic, Felicia's thoughts drifted off to when the two had been partners _and _lovers, swinging together side by side, downing losers like the Spot, Shocker, and even big-timers like Doc Ock and the Hobgoblin…

The Hobgoblin. That bastard was back, and he'd been responsible for what had happened to Peter and his wife…his wife. It would be an understatement to say that Mary Jane had not cared for her, but in all fairness, the feeling was somewhat mutual. No woman liked to lose her man after all. Their rivalry was natural.

But Felicia wasn't heartless. She'd felt Mary Jane's death as much as anyone, she was there at her funeral…and she _had_ kept her Spider happy. There was that to be said…

Felicia's ears perked up as she heard someone drop down on her balcony. And she immediately knew who it was. She sat up and walked out to see him.

And there he was, his black costume in all its glory. She couldn't help but smile. She always _had_ liked the black costume better. It was sexier.

"Can we talk?"

He poured out everything to her; his sorrow, his feelings of isolation, his guilt, everything. Everything that had been gnawing at him from within ever since Mary Jane's murder. He did his best to let it all out, she could tell.

And she listened to all of it. Every single word. He'd never been this open with her before, ever. But she didn't feel jealous. She listened, and she gave him the company he clearly desperately needed.

"…And I guess with this…"team" I can, I don't know, find some kind of outlet. Not have to be alone anymore…I mean, yeah, there's my aunt, G-d bless her, but, I don't want to force anything else on her…not after everything we've both been through…"

"I can understand that…"

There was an awkward moment of silence between the two after that. Finally, though, Felicia, not quite sure of what to say but knowing that she had to say something, said:

"So what do you want to do with yourself now? I know its been hard, but are you sure you want to come back and keep doing this?"

"What else is there for me? I don't have much left in my life besides this and my aunt…"

"What about your job with the jolly one?"

"Not funny"

"Sorry"

The two fell silent once more before Felicia added:

"Spid—Peter, just know that if there's anything you need, I'll be there for you OK?"

"I know…thanks Felicia."

"Don't mention it. We're friends aren't we?"

Friends…the word actually felt almost insulting when she used it. At least to her. They'd once been so much more than just friends…but those days were gone forever know. And besides, her Spider didn't need a lover right now…he just needed help…support, a _friend_.

Spider-Man closed the gap between them. They hugged each-other tightly and then, he was off, swinging away into the night…

-X-

The next day Moon Knight assembled the entire team for a mission he had planned. As the small group of street-level heroes gathered around, Spider-Man couldn't help but find himself unnerved slightly by those creepy glowing blue slits on his mask where his eyes should be. To date, Spider-Man hadn't figured out why those where there in place of eyes. Moon Knight claimed that they were a side effect of being possessed by Khonshu, a celestial being who had been mistaken by the Egyptians as their Moon G-d, but Peter just assumed that it was some advanced technology or another.

Finally, Moon Knight addressed the team, activating a view-screen as he did so:

"As you're all aware, our presence has already made a massive impact on common street-crime. Our joint efforts have left at least one gunrunning circuit in ruins and at least two drug rings crippled. But now we've got some more…high profile concerns…"

The view-screen changed to show the profiles of several supervillains who Spider-Man was definitely acquainted with.

"Electro, Rhino, Boomerang, Beetle, The Chameleon, and Jack O' Lantern. All of these supervillains are still at large and are yet to be recaptured. Now, I have a lead on two of them; Electro and Chameleon were spotted in Soho. Several people reported a sudden massive power surge and then saw two people race into a taxi cab and drive away. They later found the driver tied up in an adjacent building…and performing his route at the same time."

"That sounds like Chameleon"

"Yes. We're going to try and intercept the two before they slip through the cracks again."

"And there's more…"

Daredevil stood up, and the viewscreen changed to feature a man dressed in a black costume with red greaves, a white belt with a red clasp, red lines on the torso and leggings, and silver sleeves with red gauntlets. The man also wore a full black mask with white lining representing the outlines of the eyes and also creating a "fang" type image, and a cape draped over his shoulders that was red on the inside and black on the outside.

"A new vigilante has recently hit the streets. He calls himself "Nightwatch"**1** Keeps a low profile, but he's already left over a dozen men in the hospital, maybe more, and half of his victims are in critical. But that's not all: many of his victims aren't criminals: they're members of a private police force that works for an up-and-coming corporation called "Alchemax"**2**

Moon Knight chipped in: "Now, its possible that Alchemax might be dirty and he's fighting them because of it, but he's being reckless and stupid. So while we're tracking down Electro and Chameleon, I would like at least two of us to find Nightwatch and try and…get some sense into him. Also try and figure out what is going on with Alchemax"

"Understood. Matt and I can go after Nightwatch"

"All right. I guess that means Spider-Man and Black Cat will be with me"

Spider-Man nodded in response to this.

"All right then, lets move out"

And so the Marvel Knights split up and headed out into the city, looking for their chosen quarry. As they did, they neglected to notice a certain blue and orange figure floating above watching them.

"Oh tsk, tsk, tsk. Don't you know the old saying? United we stand…"

Hobgoblin took off on his glider, going after his hated enemy

"…Divided we fall"

**Author's Note: And that's the end of that! Now, to make some things clear for those who might not recognize all of the characters and plot devices mentioned…**

**Nightwatch is an actual Marvel character, who was one of the many "uber-cool badassess of the 90s" as they are so known. The difference is that Nightwatch actually did look rather awesome, albeit with a rather pathetic background involving a time-loop. He wasn't a terrible character per se, but he was definitely "Iron Age". He became a minor recurring character in Spider-Man's book. The main enemies he fought where the "evil corporation" types that were so popular in the 90s. That's why I had him be attacking Alchemax employees to reference this.**

**Alchemax is of course, the evil corporation that Spider-Man 2099 is well-connected to. I figured that in my Marvel Universe they would debut in the 21****st**** Century.**


	9. Triumph of the Goblin

Chapter 9: Triumph of the Goblin

**Author's Note: I'm Back! After a nearly month-long hiatus to which I am really sorry for, I'm feeling better and am eager to write again. So here's chapter 9 of "Spider-Man: Downfall" enjoy!**

Spider-Man, Black Cat, and Moon Knight all made their way through the city as they followed the trail that Electro and Chameleon had left behind that was threatening to disappear at any moment. Based on where the taxi driver Chameleon had disguised himself as was last sighted, the three heroes had narrowed Chameleon and Electro's location down to the Lower East Side, but moving north fast. As they kept up the hunt, Spider-Man kept careful watch on the bright lights that coated New York's buildings. Things had a tendency to either get very dim or very bright whenever Electro was around. But everything seemed normal…

The trio kept going, making their way through the city, when Spider-Man saw in the corner of his eye a sudden bright flash of light that initially made him think of an explosion. Turning his head fully to face it, he saw the lights of a nearby building illuminate at an almost blinding level, lighting up like a fireworks display and forcing him to turn away as Moon Knight remarked:

"It looks like Electros causing another power surge. All right, we'll move in. Together"

Spider-Man nodded and swung back around to the building that had lit up earlier. And indeed, it flashed brightly again as he drew closer, with the wall-crawler having to shut his eyes tightly to avoid being blinded by the light. Swinging in head-first and ignoring his spider-sense's warnings as he so often did, Spider-Man navigated his way into the building through a window and made his way through, his spider-sense buzzing more intensely now that he was closer to the source…

Spider-Man turned as he heard Black Cat and Moon Knight come in. Moon Knight gave out the order as he did: "We should stay close, then scatter when Electro shows himself. Hit him from multiple sides"

Spider-Man nodded. As the trio made their way through the halls of the abandoned building, the complete and total absence of anyone else was just a tad unnerving. It was easy enough to assume that it had been a closed building that Electro had broken into, or that everyone was hiding or a hostage, but the more they navigated the building, they still found no one in sight…and no Electro either.

Then, as the trio knocked down the next door, they saw the real source of the electrical surges: plugged into the electrical mainframe was some type of device that was artificially giving the whole building a massive power surge. Spider-Man's eyes widened in horror upon seeing the device. "Run. It's a—"

A gleefully maniacal voice cut through the air, one that reminded Spider-Man far too much of the Green Goblin's voice:

"Yes, a TRAP! And wasn't it just an _ingenious_ one too?"

Spider-Man sprinted out of the way, pushing Moon Knight and Black Cat forward as well just as the machine exploded in a blast of fire. No sooner had he moved out of the way did Spider-Man dodge a pumpkin bomb hurled his way, followed swiftly by another. Being in close proximity to the three explosions in quick succession disoriented Spider-Man slightly, but he kept moving, head turning this way and that as he tried to get a fix on where the Hobgoblin was, but was forced to move out of the way of another pumpkin bomb. As he staggered back up, Spider-Man could make out Moon Knight hurling his crescent moon throwing weapons in the opposite direction. A split-second later, he could hear Hobgoblin's mocking retort, indicating that he had dodged the projectiles.

Turning around fully and getting a good glimpse of the Hobgoblin's position, Spider-Man fired some web bullets to keep him on the evasive and then swung forward, coming at him with a fury. Hobgoblin hurled another pumpkin bomb but Spider-Man fired a strand of webbing at the bomb and hurled into a nearby wall.

"Ooh. That's property damage you just caused my boy. Could we be seeing a darker, edgier Spider-Man in the wake of his wife's death? I'm loving it!"

The mere mention of his wife threw Peter into a frenzy. His blood beginning to boil and his fists tightening up all the more, Spider-Man quickly closed the gap between himself and Hobgoblin and attempted to go at him with as much force and fury as he could, rage clouding his vision as he had the overpowering urge to pummel Hobgoblin without mercy.

Hobgoblin anticipated Spider-Man's assault however, and flew out of the way on his glider, before then spinning it around and sending Spider-Man crashing through the nearby window. As he plummeted, Spider-Man shot a web line at one of the nearby buildings and tried to pull himself up as the Hobgoblin came swooping down to re-engage.

"It looks like the false trail I carved out for you was successful. Ah what an idiot you must feel like right about now…."

Spider-Man narrowly swung out of the way of Hobgoblin's thrown razor-bats and then let go of the web-line, spinning around as he did so to fire some web bullets into Hobgoblin's face. Hobgoblin maneuvered himself out of their way and then raced in for another go. Seeing him coming, Spider-Man swung upwards, trying to make his way back to the building and to where Black Cat and Moon Knight were.

But as he kept swinging upward, Spider-Man felt an intense cutting pain on the side of his left arm. He screamed in pain as the searing hot cut made its presence known from where the Hobgoblin's laser blast had grazed him. Steeling himself from the pain and pressing on, Spider-Man could almost feel the Hobgoblin's sadistic grin of satisfaction at drawing Spider-Man's blood. The web-head kept up his swing, finally coming to the floor Black Cat and Moon Knight were on. Hogboblin was not that far behind though, and he sent another pumpkin bomb his way just as he re-entered the room.

It was then that Spider-Man was struck with a realization. He mentally kicked himself for not having figured it out sooner, but figured that being in the middle of an intense life-or-death scenario excused his brief lapse in awareness. Turning around, Spider-Man webbed the pumpkin bomb and hurled it right back at its sender. As Spider-Man predicted, Hobgoblin flew out of its way…and into the path of Spider-Man's speeding punch.

Spider-Man hit Hobgoblin with the full strength of his punch. Everything he had went into the blow, and the force of the punch actually went through Hobgoblin…and out the other end.

But that wasn't all: As Peter looked on, he could see clearly that there was no blood on the hand that had come out of Hobgoblin's back, just a wire or two. Spider-Man pulled his fist out and then leaped off of the glider and onto the floor. As he looked on, Spider-Man could see sparks fly from the gaping hole that he had left in what he had thought was his nemesis. The robot staggered, and without a conscious operator to steer it the glider spiraled down to the ground where it crashed and burned, the robot Hobgoblin being flung to the floor where it slid before lying still, electrical sparks flying every other moment it seemed. Spider-Man and the others just looked on in shock.

"A robot? Seriously? What's next, the whole building disappears?"

"Not funny Felicia. The real Hobby sent this after me, I know it"

"But why? Why not do the job himself?"

"Because he doesn't want to kill me. Not until he's killed everyone I care about first"

"You mean he knows who you are-?"

"YES! And the whole reason he sent this damn thing after me was to…keep me distracted. Oh my G-d…Aunt May."

"You're half-right"

Spider-Man, Black Cat, and Moon Knight all turned their attention to the robot Hobgoblin, still lying on the floor with sparks emitting from his gaping wound but eerily still capable of talking:

"Hello Spider-Man. If you're listening to this, then I'm going to assume that you've beaten my duplicate. Anyway, while its true that I had this duplicate to keep you *bzzt* busy, your dear old Aunt's not *bzzt* the target this time…*bzzt*

Spider-Man lost his temper and restraint as he gave his reply. He couldn't, he wouldn't, lose anyone else that he cared about.

"WHO IS IT!"

"Anyway…bzzt* its been nice talking to you. Have to run now though. After all, places to be, people to kill…I just thought that I'd make sure to tell you what I have…*bzzt*. To keep you guessing! HAHAHAHA"

Black Cat kicked the robot Hobgoblin's head, which dislocated its neck slightly and shut it up.

"Bastard. What do you think we should do Spider?"

"I don't know Felicia…Argh! Who am I kidding? He's probably killed them by now..."

"Don't say that! We're not too late, I'm sure. Hobby would have left you some kind of signal if he'd killed someone close to you"

That was not the most comforting bit of information but it was also the only thing resembling hope that Peter had at the moment. And as it stood, he was near enough to one family he cared about that maybe he wasn't too late…

Spider-Man turned to Moon Knight:

"Moony, take your…whatever the hell that ship's called, down to the apartment complexes in Soho. There's a couple there, on Mulberry Street, that are friends of mine..."

Moon Knight nodded. "I will go. Don't worry: he'll suffer Khonshu's wrath if he's hurt your friends"

Spider-Man nodded and ran off the second Moon Knight finished his sentence, ready to swing away, when Black Cat called out to him:

"Where are you going?"

Spider-Man turned back to face her:

"The person I think Hobby will target next"

-X-

Harry Osborn paced back and forth in the majestic living room of his mansion, a now near-empty glass of wine in hand. He pondered the events that had transpired over the last few weeks, including the death of Mary Jane, his friend Peter's subsequent secession from society, and the recent return of Spider-Man. Spider-Man. Now that was a person that Harry was well-connected to. More so then he cared to acknowledge at the moment…

Harry was shaken out of his thoughts by the ringing of the phone. Harry sighed, set his wine glass down, and walked over to where one of the Osborn residence's many phones lay waiting. Picking it up, Harry said the name of the person who he automatically knew was on the line.

"Stromm. What do you need?"

"Mr. Osborn, sorry to bother you, but its Mr. Trask. He's calling about the new Sentinel designs and…"

"Tell Trask I'll deal with it later Stromm. And could you please be more discrete about that? They still wire-tap people's phones you know"

"Yes, sorry Mr. Osborn. Just thought you'd want to know-"

"I do, but I told you: keep it discrete. Who knows who's listening in on our private converat—"

The phone call was interrupted by the sudden smashing of glass windows as the Hobgoblin came soaring in on his glider. Harry turned in terror at the sight of the villain who so brazenly imitated his late father's alter-ego. The Hobgoblin's mouth stretched into its usual sadistic grin as the same sickly yellow eyes of the Green Goblin narrowed their focus on Harry.

"You shouldn't be up and about at this late hour Mr. Osborn. I hear sleep deprivation is unhealthy. Of course I wouldn't know…"

Hobgoblin chuckled to himself at that last bit as Harry cautiously stood up, his hard eyes meeting the Hobgoblin's as the maniac remained hovering over the same spot.

"What do you want?"

"Me? Oh, I'm just taking care of some business, you know, eliminating the competition and all that…"

Hobgoblin took out a pumpkin bomb and prepared to hurl it…

"…Such as yourself"


	10. Cat's Eye

Chapter 10: Cat's Eye

Spider-Man swung through the gaping hole in the windows that Hobgoblin had made for him and went right at the madman, kicking him back before he could throw his pumpkin bomb. Hobgoblin recoiled from the blow before then firing a laser blast at Spider-Man with his free hand.

"Ah, right on cue! Looks like my duplicate didn't keep you entertained for very long…"

Spider-Man dodged the laser blast and went at Hobgoblin once again. There were no quips to be had. No retorts either. No promises or vows that Hobgoblin would not kill his best friend so long as he was breathing. He just kept at Hobgoblin with as much force, speed, and fervor as he could muster.

Punch after punch, blow after blow, Spidey kept up the pressure as the reeling Hobgoblin flew around the mansion, still recklessly letting loose with pumpkin bombs left and right. Spidey fired web lines at each of the bombs and tried to throw them at the walls and out the windows, but some still collided with the floor in fiery explosions.

Finally, Hobgoblin forced Spider-Man off of him and then surged forward on his glider, bearing down on Harry Osborn with the intent of either running him down or skewering him with the glider's blades. Spider-Man didn't care either way. He wouldn't let his best friend die. Spider-Man swung forward, albeit awkwardly due to the narrow confines of the mansion, and grabbed his old friend, pulling him out of the way of the Hobgoblin's flight path. Spider-Man then set Harry down, and turned around to face his nemesis.

Hobgoblin hovered above the duo, eyeing them with his maniacal yellow orbs before finally saying:

"Well, I can see that I'm unwelcome. So be it. You're only delaying the inevitable my web-slinging friend. Eventually, everyone you've ever cared for will be pushing up daisies…"

Spider-Man's spider-sense buzzed. Knowing what was coming, Spider-Man grabbed Harry again and swung out of the way of a surprise pumpkin bomb. The bomb destroyed everything surrounding it's impact spot, and by now a good part of the room was aflame, the automatic sprinklers trying to suppress the fire as best they could.

The web-head turned and could see Hobgoblin flying away, certain that he could still hear his chuckling in the distance. Chuckling. But not being openly manic about it. The Green Goblin would have been cackling like the madman he was, but Hobgoblin was always just a bit more restrained there, however slightly.

Fighting the urge to hunt the lunatic down and tear him limb from limb, Spider-Man turned his focus back to Harry. His old friend was disheveled, his face was dirty from all of the rubble being tossed around by the explosions, and he looked just a little bit shaken. Understandable. For a moment Harry just stared at Spider-Man with a look of bewilderment, fear, and almost a lack of understanding. Spider-Man just returned the stare of shock, his black mask with large white eye-holes betraying no expression.

Finally, Spider-Man walked away slowly from his friend, and web-swung away. He could talk to Harry later as Peter Parker. Right now, he needed to make sure that his other loved ones were all right…

-X-

Johnny Storm sat watching television with Ben Grimm. Or rather, Johnny and Ben were engaged in a bit of a struggle over what they were going to be watching, and their debate drowned out the voice on the news before Ben turned up the volume:

"…and General Ross has not been seen since. In other news, the Mutant Population was in celebration today, when the Supreme Court decided that the bill presented by Simon Trask, which would have prohibited mutants from breeding with humans, was unconstitutional. But the news was less well-received by many non-mutants, and violent protests have—"

"Come on Rocky! I don't wanna listen to this stuff! Its depressing, and depressing and I don't mix…"

"Aw shaddup matchstick. You gotta listen to the news every now and then. Besides, this is good news."

"How are "violent riots" good news?"

"Not that, the fact that the bill got show down. It's about damn time these mutants start getting treated like people"

"I still think we should see what's on HBO…"

"…The X-Men's leader Cyclops was to make a statement on the increase in Sentinel production tomorrow, but unfortunately, this statement had to be delayed until further notice…"

"Aw nice going flame-head. I missed the last bit"

Before Johnny could speak up, the newscaster spoke again: "In the wake of the destruction of the Latverian Castle Doom being traced back to him, Colonel Nicholas Fury, the director of S.H.I.E.L.D. has disappeared, presumably having gone underground. To fill the void left behind, President Obama has put Maria Hill, Colonel Fury's former right-hand, in charge of S.H.I.E.L.D. until further notice…"

Johnny and Ben's struggle ceased as they listened to this. Once it had fully sunk in, Johnny exchanged a nervous glance with Ben.

"They said the destruction of Castle Doom…weren't _we_ a part of that mission?"

"Yeah. We were. Fury's little "Secret War"**1** on ol' Doomsie's place, shoulda known it would cause trouble—"

"Hey guys"

Ben and Johnny turned to see their old mutual friend was clinging to the window, his way of asking to be let in.

"I need your help"

-X-

Hobgoblin returned to his safe-house hideaway and checked the…"bugs" he had gone to great lengths to plant. Almost immediately he saw that Glory Grant and Hobbie Brown's was not coming up.

_Interesting. _

He checked the others. The Connors were currently at home, Martha was helping her son Billy with his homework while Dr. Connors was still on the phone, still dealing with the consequences of his ill-conceived "Lizard-DNA" cure. Eugene "Flash" Thompson was currently not at his apartment, but a quick check of the _other_ spy-camera/listening device revealed him to be in his office at ESU, busy looking over the medical file of one of his students with physical challenges.

Felicia Hardy's penthouse was currently unoccupied, Robbie Robertson and Betty Brant were in their usual positions in the Daily Bugle building, and old May Parker was, predictably, still at home in Queens, on the phone with her friend Anna Watson.

_Oh, this will be far too easy. _

Hobgoblin felt as close to being overjoyed as a sadistic sociopath like himself possibly could be. His war on Spider-Man had been going along nicely. True, there had been setbacks, but that was to be expected. Hobgoblin was still quite confident that his revenge against Spider-Man and the absolute decimation of his world would all come in due time…

Hobgoblin was shaken out of his dark thoughts by the sound of Ryan accidentally knocking over various disassembled and half-completed gadgets and weapons onto the floor. Hobgoblin frowned and turned around to face Ryan, who was visibly staggering.

_The idiot must be drunk…_ Hobgoblin thought with contempt. He watched Ryan steady himself as he admonished him:

"Tell me something Ryan, what part of "peace and quiet" did you not understand? And you do also know how to walk properly right?"

"Right, right…sorry boss. I've just been feeling a little funny. My head doesn't feel right…"

"You're a psychopath of course your head doesn't feel right. Now be quiet and pick up those things you knocked over and put them back on the table.

And _carefully, _please. Some of those devices could blast a hole in the building."

"Yes boss…"

Ryan dutifully set about picking up the fallen weapon components and half-completed explosives as carefully as he could as Hobgoblin's thoughts drifted to Ryan. His right-hand goon had been "feeling funny" and "not been feeling right" and "was feeling light-headed" ever since he had come back from his failed assassination attempt on May Parker's life. Ryan had said that Venom had ambushed him. Hobgoblin wasn't a fool: he had a feeling what was going on but kept quiet about it. He wanted to observe Ryan further. See what happened. If what Hobgoblin suspected was true was in fact true, then Ryan was about to become a lot more useful to him indeed…

-X-

"So…you want us to do what?"

Spider-Man lost control of himself for a brief moment as he gave his answer to Johnny Storm:

"Weren't you listening Storm? I want you guys to look after my aunt…let her stay here, protect her. Keep her safe!"

Johnny held up his hands defensively.

"OK, OK. Easy, easy. No need to snap Spidey. We're friends here remember?"

"I know that Storm, but my aunt is in danger! Hobby's hellbent on killing everyone I love, and that means my aunt's a target. I need you…the FF…to keep her safe. For me"

"Look uh, not to sound callous here or anything, but couldn't you just get the police to—Oh, secret identity. Right…"

It was then that Ben interceded: "Look webs, I feel for ya. I do. But I just don't know what you think ol' flame-head and I are supposed to do. I mean, I don't think Reed and Sue want someone else here at the Baxter Building as….as uh…"

"As what?" Spider-Man demanded, again losing his temper. "Some kind of free-loader? You guys are supposed to be heroes! And I'm your friend! Ben, we've known each-other for years, and I have no one else to go to. I can't go to the police, the X-Men's got their own problems, hell there isn't even an Avengers right now. Who am I supposed to take her to? Who? SHIELD? Doctor Strange?"

"Take it easy kid. Aw geez, you're stressed out. I can tell. Ah look. I'll…talk to Reed and Sue. Tell them what you've told me, ya know, make your case for you. And I'll see if we can't do something for your aunt…"

Spider-Man thought about it. He was still panicking, still unsure. His aunt's life was on the line, and every second he stood around doing nothing Hobgoblin could be coming closer to taking the last person he truly loved from him. He couldn't let that happen. No, he couldn't wait…

"Spider!"

Spider-Man was shaken out of his ruminating by the sound of a familiar voice. He, Ben, and Johnny turned their attentions to Black Cat was there as well.

"How the hell did you get in here? The Baxter Building's—"

"My school lockers had better security hot-shot" Black Cat then turned her attention to Spider-Man:

"I've been looking everywhere for you. Listen: Moon Knight's back from the apartment complex you sent him to, and he found this…"

Black Cat took out a small, silver-colored device that Spider-Man identified as a very small and sophisticated spy camera and handed it to him. Seeing it, and knowing what it meant, Spider-Man angrily crushed it in his black-gloved hand.

"That monster was keeping tabs on them. Was keeping tabs on all of them, I'm sure of it…including Aunt May"

Spider-Man turned back to Ben and Johnny:

"All right, listen up: you guys are going to talk to Reed and Sue and I don't care what you have to say or do to them, but you will get them to protect my Aunt"

Rarely had Peter sounded so dark and threatening to anyone, but the stakes were high, his last loved ones were in danger, and he wasn't in an accommodating mood anymore.

Ben and Johnny exchanged a nervous glance with one another and Peter could feel Felicia's look of concern as well. He didn't care. Right now his loved one's safety was all that mattered.

But it was Felicia who responded:

"Spider, listen to me: I can help you"

Spider-Man turned to her.

"How?"

"I run a private investigation agency. It's called "Cat's Eye"**2**

"Cute name"

Black Cat shot Johnny Storm a piercing look with her green eyes that silenced him instantly. She turned back to Spider-Man and continued:'

"Yeah, "Cat's Eye". I formed it myself after I went straight. What a great use of my parent's money…anyway, I can send some of my agents down there. They'll take your aunt to a safe place"

"Yeah, my aunt's not gonna trust some PIs in suits, and honestly neither am I"

"And your aunt's going to trust a giant orange rock monster and a kid who can light his body on fire?"

"Kid? I'm older than both of you—"

"Shaddup matchstick. The lady's got a point webs. I don't think any old lady's gonna want to see my handsome rocky mug. Aunt Petunia's favorite ain't one for the ladies anymore"

"How can you people possibly be joking about this?" Spider-Man screamed. "Dammitt, in all of the time we've been standing here talking, he could have killed her already!"

"I know…that's why I had her moved already"

"You WHAT!"

"I called some of my boys and they went over to her house. She's in a safe-house now, and I've got Danny Rand**3** keeping an eye on her. She's fine"

Spider-Man couldn't believe his ears. A lot of different emotions were rushing through him, but then he realized that it ultimately didn't matter. Felicia had possibly just saved his aunt's life, at least for the moment. And this was the woman who had never cared about Peter Parker's world before. She'd been totally selfless there. And he was going to react by having a nervous breakdown?

"Felicia…I…thank you"

"Now see? Wasn't that much better then yelling at me?"

Spider-Man didn't respond to that. Instead he just replied:

"Maybe your "Cat's Eye" can help me with something else"

"What?"

"My Aunt may be safe right now, but unless I take Hobby out for good, he'll just keep sending more robots and psychos after my loved ones. I need to find out who the Hobgoblin is."

**Author's Note: Yes, I know that this chapter is maybe a little uneventful, but I'm trying to pace myself here. Don't worry: there are some big developments coming at the end of next chapter. Stay tuned!**

**And here's another little list of facts:**

**There was an actual story called "Secret War" that involved a Nick Fury-led invasion of Latveria in mainstream continuity. This story may not take place in mainstream, but a similar story did happen here, as you can see.**

**Felicia Hardy did indeed form a Private Investigation Agency called "Cat's Eye" in mainstream continuity. I don't think its around anymore, but it was a somewhat interesting idea that I thought I could include in my Marvel Universe.**

**Danny Rand is a martial arts superhero named "Iron Fist" who has fought alongside Spider-Man a few times before. He even posed as Spider-Man once to help the web-head out of a jam. In fact, Iron Fist seems to enjoying posing as other heroes, because he posed as Daredevil too.**


	11. Investigations

Chapter 11: Investigation

"So who do you think the Hobgoblin might be?"

Spider-Man didn't respond. He was suddenly being hit with the realization that the whole time the Hobgoblin had been relentlessly crusading against his life and threatening to take it apart piece by piece, he had never actually stopped to wonder who it was exactly behind the mask. Unlike Norman Osborn, whose title as the Green Goblin was solely his own, the Hobgoblin identity had traded faces and exchanged identities, and it was only after his last defeat was Spidey sure that he had finally nailed the one true mastermind behind the others, as what other Hobgoblins there had been were little more than pretenders, frauds, and flunkies for the original. But apparently he was wrong.

Roderick Kingsly had been exposed as the Hobgoblin and had disappeared off the face of the Earth as a result. Now that he was taking the time to actually think about it, Kingsly having come back for blood seemed like the most likely scenario. And apparently he had also somehow figured out who he was.

But if it was Kingsly, how would he find him? Peter had no idea where the Hobgoblin's base of operations was, but then he figured that if Kingsly _was_ back, then he would be lying low. Any old contacts he had with the criminal underworld he had fought so hard to seize control of would either be retained, or more likely replaced with new ones. So sweeping through New York's criminal network looking for flunkies and informants was definitely a possible strategy, and with both the Marvel Knights and Felicia's "Cat's Eye" organization as his allies, Spider-Man could cover more ground more quickly. There were problems with that though. One, Spider-Man didn't know where to start, there would still be a lot of ground to cover, and most importantly, such an aggressive sweep could easily alert Hobgoblin and whatever stooges he did have to what was going on, and both Kingsly and his allies would disappear again.

But what other strategies where there? Spider-Man thought about it. If Kingsly had come back, he had done it anonymously, probably under an alias. He could try and get "Cat's Eye" to be on the look-out for anyone matching Kingsly's description, but that plan became another no when he realized that one, Kingsly would not likely be out and about, instead keeping a low profile, and two, even if they had a good reference, it was unlikely that they would find one man in a city of over 8 million.

So what was there to do? Spider-Man thought about it, his mind drawing upon long stored away memories of his previous conflicts with the Hobgoblin in the hope that they would offer some kind of solution. Then he hit upon a plan. It was a desperate plan to be sure, but it was all he could come up with at the moment. Hobgoblin, whoever he was, was covering his tracks pretty well.

Spider-Man finally gave Black Cat his answer:

"I think its Roderick Kingsly. Same as before. Either that or another flunky, but either way, Kingsly's the one behind all this. I'm sure of it."

"Kingsly? And how do you think we can find him?"

"It's a big city. Kingsly's going to be lying low. But I think I may know a way to find him. Tell your Cat's Eye people to go find a man named Daniel Kingsly. He's Roderick's brother. He might know something."

"And where are you going?"

"I'm going to be checking a different lead"

-X-

It seemed like it had been forever since Peter had last been to the Daily Bugle. The hectic office building and its colorful assortment of employees now felt almost alien to him, or at the very least, imports from the life he used to have.

And indeed, everyone was quite surprised to see him again, offering consolations and assurance that they were there for him. It touched Peter a little to see that there were so many people here who cared for him, and for a brief moment he almost felt a twitch of hope pushing past the cynical and withdrawn shell he had made for himself, before the reminder that what he did have left was in danger of being brutally taken from him the same way his wife was put him back into his darker mindset. As it was, he had only one real goal for being there. And that was to look up the old file of Ned Lee.

Lee was a journalist at the Daily Bugle, and as such was an acquaintance of Peters. The two had stayed out of each other's way during Peter's early years, but after he started dating, and later marrying, Betty Brant, he and Peter grew closer, although there was always something between the two that kept them from truly being friends. And any chance of getting closer that they may have had was taken from them the moment Lee became involved in the original Hobgoblin, Roderick Kingsly's game of lies and tricks. And Lee, dressed up and drugged up as a stand-in Hobgoblin, had become Kingsly's biggest trick of all. Now that Hobgoblin was back, Peter hoped that maybe there was some clue or hint to be found in Lee's back-story and what was known of his experiences as the Hobgoblin. There wasn't an awful lot, and his chances of finding something relevant weren't high, but Peter figured that it was worth a look anyway. He had to be sure. He couldn't afford to leave any stone unturned.

He drew up Lee's file on the computer and also re-examined his story as it was reported in the Daily Bugle, gathering up and poring over what few copies of past articles remained in existence. The early articles were no help, as most of them were just the Bugle doing its best to salvage their reputation in the face of one of their journalists being a supervillain, but the final one amidst the clutter, a complete story on Lee's tragic tale following his murder, was of interest. It included an interview with Lee that had been taken shortly before his murder, and in it, he mentioned that when he was under Kingsly's sway, including when he was first transformed into the Hobgoblin, he would wake up in a darkened room, that was filled with weapons, gadgets, the serum…he described it almost as a safehouse. A place where the Hobgoblin hid, perpetually concealed from the rest of the city where he could keep plotting.

But why hadn't the police searched for that? Apparently they had no idea where to look. As Lee's vague descriptions of his surroundings had clearly shown, Hobgoblin had always gone to great lengths to conceal his identity and whereabouts at all times. He was either a complete neurotic or extremely careful, or both. There was no way to tell where it could possibly be…

Peter thought about it himself. It had to be somewhere that Kingsly would feel most secure…Peter came up with nothing. He looked up an article on Kingsly to try and re-acquaint himself with Kingsly's background. It listed him as a fashion designer, but would Kingsly really keep his secret safe-house behind his shop? It seemed like a ridiculously cartoony move that only a Saturday morning antagonist would make. But then Peter suddenly thought for a moment: what if that was it? There was, after all, such a thing as hiding in plain sight…

Peter thought about it. His list of options and theories was not particularly long, or at the very least his list of feasible options and relevant theories was not particularly long, so he figured that he may as well give it a shot. Felicia and the Cat's Eye were already doing their part, he might as well try and do something himself…

And so, leaving with the semi-truthful promise of pictures for the next day's paper, Peter left the _Daily Bugle_ and set out for what he hoped was the lair of the Hobgoblin…

-X-

"Daniel Kingsly?"

Daniel Kingsly, a quiet, withdrawn, and now moderately neurotic man in his late fifties, nervously opened the door to see who it was and was greeted with an attractive young woman with piercing green eyes and white hair. Kingsly suppressed his paranoia and asked in as neutral a tone as he could manage:

"Who are you?"

"My name is…Lydia. Just Lydia. I'm here to ask you a few questions…"

Kingsly's heart threatened to stop on him as he gave his nervous response:

"Oh no. I know why you're here. You're here to ask about my brother aren't you? Well, I've already talked to the police, and the journalists, and the reporters, and those shady men from "SHIELDS" or whatever the hell it was. And I'm telling you what I told them: I had nothing to do with any of it. I never knew my brother was a criminal, and as it stands, he's not my brother anymore. Now get out. Before I call the police…"

"Mr. Kingsly please. I'm not here to arrest you or accuse you. Calm down. I just want to ask you a few questions."

"I just told you that I'm through with answering any damn questions—"

"Mr. Kingsly the lives of several innocent people are at risk. If you help me, I may be able to save them"

Kingsly wasn't sure he heard that last bit right. He wondered for a moment if maybe his mother was right about him needing a hearing aid before responding:

"What are you talking about?"

"Mr. Kingsly, we believe that your brother may have come back. And he's targeting innocent people. One of his flunkies has already murdered a woman"

Kingsly paused. He couldn't believe his ears but this time he knew he was hearing right. He just didn't want to believe it. His brother was back and hurting people again. And now this woman was telling him that another woman was dead because of him. Kingsly strained to keep his rising anxiety at a controllable level as he gave his response:

"I…I…lady please. I'm not a crook like him. I don't know anything, I…"

Kingsly trailed off. He wasn't sure if this woman's piercing green eyes or his own guilt or both was compelling him to speak, but it was then that he chose to come clean with what precious little he did know:

"He…came here. He came here in that blue and orange costume of his. He was cackling like a madman, telling me how happy he was to see me again, but also told me to stay out of his way…that he had plans now that he was back and that no one was going to be able to get in his way…"

"Did he say anything about any super-heroes?"

"Uh…yeah. Yeah he did…he said…he said that he was going to bring about Spider-Man's downfall"

"Did he say how?"

"No…he just said that, then started laughing like mad. Then he flies out, and I've got a hole in my roof. And now here I am wearing a pacemaker. The evil son of a bitch. I can't believe we share the same face…"

The woman's green eyes lit up like an emerald fireworks display. Kingsly asked:

"Is something wrong?"

The woman snapped back to it and asked:

"Mr. Kingsly did you ever leave New York? Recently I mean?"

"Well not "recently" but I mean, I had taken a long trip to Florida a while back…it was after Roderick got ousted as the Hobgoblin. It was not a good time to be the guy's twin brother. I had to get away for a while, you know? Spare myself the stress. But because I look so much like my brother, the stupid cops think I'm Roderick hiding out. Do you know how much the damned police pestered me while I was trying to enjoy the sun?"

"Well why were they after you?"

"Because they thought I was Roderick! I told them I wasn't, and they still finger-printed me. Talk about identity theft…as if he hasn't stolen enough from me."

He could see the woman's eyes light up again. It was as if she had been struck with some sudden realization.

"Mr. Kingsly…thank you"

"For what?"

"For the answers"

-X-

Spider-Man swung towards the building where Kingsly had once reigned as the Rupert Murdoch of the fashion world, now long abandoned. He made his way in, and navigated the hallways and corridors, finally reaching the main room, and desperately looking around for anything so much as hinting at a hidden room, or a back door, or even a special switch. After everything else he'd seen and been through, Spider-Man wasn't one to play the skeptic.

Spider-Man backtracked a bit, navigating the halls when he found a doorway leading to a hallway that itself led to the rooms where the "behind-the-scenes stuff" as it was known by those not well-versed in the fashion world called it would likely have taken place. But through these corridors, there was another door. It was an inconspicuous one, looked the same as all the others, but Spider-Man remembered the hiding in plain sight bit, and then also realized that the sheer number of doors seemed unrealistic. So he went to the door that struck him as out of place and unnecessary. Predictably, it was locked, they all were.

Not in the mood to be subtle, Spider-Man hit the door as hard as he could, and sure enough, in just two punches that Spidey's hands were left sore by, the metal door went crashing down.

Spider-Man made his way through the room. It was pitch-dark, and there was no light switch on the wall on either side of the door. Spidey wasn't keen on the idea of wandering around through a dark room alone, but then he realized that if anyone was there, they would have heard him punch down the door. Aside from that, this dark room's existence did strengthen his suspicions. So he would press on.

Entering the darkness, and making his way through it as best he could, Spider-Man moved at a slow, methodical pace, hands reaching out for anything of import while simultaneously grateful that his black costume helped him blend into the darkness better. After a few moments, his eyes began to adjust to the darkness and he felt less like a blind man stumbling about as he could make out what was another door. Finding it to be another hard iron slab of metal that was locked in place, Spider-Man braced himself and hammered his fist into the door as he had the last one. It shuddered and tore from its hinges, then fell inward with a horrendous crash a thick plume of disturbed dust.

Spider-Man's eyes refocused themselves on the considerably less dark room. It fit the description of a storage room, Spider-Man could see that, but nothing was there. Nothing that was, except for what looked like a mess of incomplete and disassembled weapons and gadgets and other unidentifiable junk strewn on a table. There were also a few computer monitors whose eerie green and black screens were the main source of illumination. Beyond that, Spider-Man could see several more screens, all turned off, and a black laptop at the foot of the table with the gadgets. Walking over to it, Spider-Man lifted the laptop screen up ever so cautiously…

The computer screen suddenly flickered to life. Spider-Man's spider-sense started to buzz rapidly as he was greeted with an obnoxious cartoonized version of the Hobgoblin's face laughing at him and mocking him with jeering faces as the following text appeared below in blood red letters:

To Spidey: We're not ALL morons. HAHAHAHAHA

Running as fast as his legs could carry him, Spider-Man sprinted out of the room as his ears picked up a beeping noise that steadily grew louder, and more rapid. Taking that as his cue to run even faster, Spider-Man kept up his sprint as he made his way to the nearest window and burst through it, swinging away just as the sound of a massive explosion tore through the air, ringing in his ears as he escaped the ensuing shockwave and felt the air grow hotter from the blast. When Spider-Man turned and looked back, he could see the fires raging from where that part of the building used to be.

-X-

Hobgoblin watched the explosion unfold from the safety of his new hideaway with nodding approval, immensely pleased that Spider-Man had taken the bait. He was unconcerned about the wall-crawler possibly being killed by his trap, as he knew Spider-Man was fast enough to get out in time.

But as it stood, Spider-Man had known where to look for him. He was actively seeking him out now. Was trying to find him. He and the white haired femme fatale had become too nosey for their own good. It was time to fix that.

Hobgoblin turned to his lackey:

"Come Ryan. I think its time we pay a naughty little girl a visit…"

-X-

Spider-Man made his way back to the Cat's Eye building as fast as his web-swinging would take him. Hobgoblin was on to him. He knew that Spidey was looking for him, and that meant that Felicia was in danger.

Spider-Man felt a rising sense of frustration and anger. He was still no closer to finding the Hobgoblin, and now his snooping around had attracted Hobgoblin's attention again.

Finally, he neared the building and was relieved to see that it bore no signs of an attack. Swinging in, he rushed to where Felicia would be if she was back and went straight to her right-hand man, "Lippy".

"Lippy, where's Felicia?"

"Just came back actually. And she's been looking for you…"

His heart racing with a mix of relief, anxiousness, and desperation, Spider-Man ran back through the hall looking for her when he ran headlong into an approaching woman.

"Oh my G-d! I'm sorry, I didn't—"

Spider-Man's eyes adjusted themselves fully to the face of the person he had run into and found himself staring at a familiar set of green eyes.

"Felicia! Sorry, I…I was just looking for you…"

Felicia re-centered herself and pushed the locks of white hair out of her eyes as she gave her response. As she did, Spidey, who had, he noticed, become a bit lost on her face for a moment, realized how close he was to her and took a few steps back.

"So you found something to tell me I take it?"

"Yeah, but what about you? Did you have something you wanted to tell me?"

"Yes, I do: I don't think Roderick Kingsly ever left New York"

Spider-Man couldn't believe his ears. "What? Felicia that's crazy, the police said he'd fled to Florida..."

"That was Daniel Kingsly. Peter I talked with Daniel Kingsly, and he said that he'd gone to Florida shortly after his brother was exposed as the Hobgoblin. And they're twins. The police went after the wrong man, and my guess is, Roderick used that as a chance to lie low"

Spider-Man stood silent for a moment after, letting the revelation sink in. So it had been Daniel Kingsly, not Roderick Kingsly who had fled for sanctuary in Florida. And not to escape justice, but the bad publicity of being a supervillain's brother. And all that time Kingsly had been hiding out in the city, scheming, plotting…salvaging his position before launching a vicious comeback. It made sense. Peter couldn't believe how stupid they all were. Mistaking one twin brother for another. And that mistake had cost his wife her life. A part of Spider-Man almost felt like going berserk but he held it in, slowly relaxing his tightening fists and forcing his tone to stay as calm as possible as he gave his reply:

"Well…that makes sense given what I know, because Hobgoblin is, was…operating out of a safe-house hidden at the fashion place Kingsly used to work at. By the time I found it though, he'd cleared out, and rigged the place to blow. I got out right before he blasted a small crater in the building"

"Well, then it looks we have our Hobgoblin. It is Kingsly back with a vengeance"

"Yeah, but how do we find him? He could be anywhere in the city now…"

"Well I hate to say it, but I don't think that there's much either of us can do today. Its night already, and some of my boys do actually have lives to live. I'm not going to send them around searching aimlessly for one guy who can be anywhere…I'm sorry Peter. But I just can't do that"

"No…no its OK…you've done a lot for me already Felicia, and I appreciate that. Its just that I feel so helpless right now…Hobgoblin's out there somewhere, and until I find him and stop him its like everyone I still loves got a bullseye painted on their chests…"

"I know…"

Black Cat put a hand on his shoulder. "Don't worry: we'll stop this bastard. He won't kill anyone you love I promise. I'll at least ask Lippy to look after your aunt tonight"

"Thanks…"

He could see a smile appear on Black Cat's face, which made her look prettier.

"Don't mention it. Now go home and get some rest. You could really use it. And a bath wouldn't kill you either"

Spider-Man felt a small smile underneath his mask.

-X-

Spider-Man was swinging through the city with a considerably lessened amount of anxiety and brooding then usual. He actually took the time to admire his surroundings again, something he had ceased to since his return to the costume. All of the joy he had derived from every facet of the job, including the sheer exhilaration of swinging through the city, especially on nice nights like this one, had disappeared, but now he was actually admiring the scenery again. He almost felt more…at ease.

Why was that? By all rights he should still be ever on the alert, ever wary of the possibility of Hobgoblin or some supervillain in his employ brutally murdering someone else that he loved.

And yet for one moment, he felt almost calm again, assured that for a moment, he could relax…his thoughts drifted to other things, things he _wanted_ to think about for a change…he thought about different things, memories, thoughts on the _Daily Bugle _and how even Jonah had shown him support, thoughts on the Connors, wondering whether or not Curt Connors had fully bounced back from his time as the Lizard, thoughts on the Marvel Knights and the work he had done with them, and thoughts about…Felicia.

That last one caught him off guard a little because it had come so suddenly, he had to check himself. But then he really did start thinking about her…she had really helped him so much, from stopping him from killing Scorpion, saving his life against the Hobgoblin, using the Cat's Eye organization to keep his Aunt safe and help him figure out Hoboblin's identity…it was really quite amazing when he thought about it. She had been totally selfless, come so far from who she once was…she definitely wasn't the same flirty and inconsiderate rogue she had been when they'd first met so many years ago…

"Parker"

The sound of a familiar dark voice shook Spider-Man out of his thoughts and caused him to instinctively look over his shoulder as he swung onto a nearby rooftop. Sure enough, there was Venom, watching him, and now staring him down on the same rooftop.

"We can see that you're still wearing our colors. We're not happy that you came back Parker. You promised us that this city was ours to protect now"

"I don't need to explain myself to you Brock" Spider-Man replied sharply. "Are you here to just rail on me, or do you actually have something important to tell me?"

"Grr…you make it so hard to not want us to kill you. But we feel we must give you a warning sense it involves those you care about…do you remember when we reabsorbed the spawn?"

"You mean Carnage's symbiote? Yeah, what of it?"

"Well, its…possible that a small part of it may have broken free…"

Spider-Man hoped that Venom wasn't trying to mess with him. "What?"

"Yesss…when we attacked the scum who tried to kill your Aunt, he had stabbed us with a knife. Its possible that some of us may have latched onto him when he was in our grasp…"

"And you've waited until just now to tell me this?"

Venom growled. "Shut up Parker. You said that you were done with the wearing the costume, so we assumed that it didn't matter to you anymore. And besides, we haven't been sure that there was a separation until recently. The rogue portion of us…its become stronger now. We can sense its presence, and now we know that its out there. Its attached itself to a host…consuming him, exerting control…its only a matter of time before it envelops the poor fool now"

"Whoa, whoa, wait a minute: do you mean another Carnage? Or another you?"

The look of Venom's mask did not change at all as he looked at Spider-Man but the web-head could almost sense the graveness on the face of Eddie Brock as he gave his answer:

"No. Neither one. Something much worse"

-X-

Black Cat returned to her penthouse floor and opened the double doors leading in. She was busy thinking of Spider-Man, and how all of this was clearly taking a toll on him. She didn't like seeing him this way, and was also beginning to get the gut fear that the man she used to know was long gone…

She shook her head. No. He wasn't gone. He was still there, she could see it in how much he still cared. No, he was just buried underneath a mountain of tragedy and grief. He was a man who had lost a major part of his world and was in danger of losing the rest. Who wouldn't let that tear them up inside…?

"Welcome home miss Hardy"

Black Cat's heart pounded in her chest and her blood went icy cold. She turned around rapidly and could see the shadow of a man sitting in a comfortable chair in the room. One foot was resting on the opposite leg, and he held in his hand a glass of champagne from a bottle he had helped himself to. Felicia recognized the orange of the feet and hand anywhere.

"Not you…"

"Oh so you recognize me? I'm flattered, really…" At this, Hobgoblin leaned forward a bit, making his face visible. His usual sadistic grin was there only now it was particularly unnerving. She could feel it. There was no humanity in him.

"You've been a very naughty little kitten my dear. Snooping around for answers, getting information out of my idiot brother…I'm afraid I can't have you doing any of that…"

Black Cat readied herself. She knew what Hobgoblin was capable of, but that didn't mean she would just lie down and die. She got into a ju-jitsu stance and readied her clawed gloves. But Hobgoblin didn't move. He just sat there, still sipping his champagne.

"…Why do you do these things anyway? I mean, you're being awfully altruistic for a cat burglar…how curious."

Hobgoblin took another sip. Black Cat's mind was racing with fear and doubt as a million possible scenarios raced through her mind, with very few of them being to her favor. But she held her ground as best she could.

"First of all, its ex-cat burglar actually, and second what I do is none of your business"

"Oh? Actually my dear, you became by business the second you left a deep, nasty cut on my leg. I've been watching you, same as all of his other loved ones, and I must say I really am curious as to why you care so much. I mean, Spider-Man seems like such a more interesting person to throw a birthday party for then Peter Parker…"

He knew that too. Who knows how long that monster had been watching them? Black Cat did her best to retain her composure. He was toying with her, he could tell. Trying to get under her skin. And it was working.

"…But of course, Peter Parker and Spider-Man are one in the same, two very different halves of the same man yes? A _married_ man" Hobgoblin said that last part with extra emphasis, and was clearly enjoying doing so. Black Cat fought the urge to lunge at him and tear into him with the full force of her claws. It was only the common sense of letting him make the first move and also possibly fear that stayed her hand. Hobgoblin continued:

"So is that why you do it? Yes, I think it is. To win his approval. That's what you've always wanted isn't it? To get his approval, his attention, his _love. _And now that his poor wife's dead, you figure now is as good a time as any to move in and claim your man. Am I right…?"

At this, something in Black Cat snapped. She lost all sense of restraint and common sense and lunged at Hobgoblin with all of the fury that she had in her. She would tear him to pieces for the things he'd said and done. She didn't care who it was under the mask, who it was pulling the strings, she would hurt him.

But as she went at him, Black Cat felt a strong gloved hand grab her ankle and pull her back down to the floor. Not having time to analyze who her attacker was or figure anything else out, she just instinctively shook off her assailant's grip and kicked him back. Rising to her feet, she quickly entered a defensive stance and readied herself for the man's assault.

He came at her with force and fury, and he clearly demonstrated some skills in the martial arts arena, but nothing on her level. Se blocked each of his blows and deftly and viciously replied with strikes of her own, that hit home more often then not. But the man was more durable then his average build suggested. He kept up his assault, often being punished for his efforts. The whole time, the Hobgoblin just watched intently, never once commenting as the exchange continued, instead silently finishing his champagne.

Black Cat ducked under another punch, grabbed the arm, and dislocated it. The man howled in pain as he tried to kick Black Cat. She dodged the kick and slashed at him with her claws. With her other hand she grabbed his black ski mask and tore it off before kicking him to the ground.

She watched him struggle to stay conscious as he supported himself back up on his one still working arm. But there was something else about him. His body was shaking violently, and her green eyes could almost see what looked like strands of black and red snaking across his body.

The man shook and groaned in agony as he slowly but surely turned to look at Black Cat again. As he did, the strands of black and red became more clear, and gradually began to cover his arms and legs completely, with the legs becoming all black and the arms turning blood red. When his face turned, Black Cat was greeted with a mask that eerily resembled Venom's "face" only a mess of black and red instead of just black.

"You really shouldn't have done that…"

**Author's Note: Oh dear…dark cliffhanger. Man, this chapter turned out WAY longer then I had expected (and hoped) it to, but, ah well. **

**And now for the usual tidbits of info…**

**Yes, Ned Leeds here is turned into Ned Lee like in the Spectacular Spider-Man show, as I like how that added some diversity to the mix. And don't we all want to see that?**

**Daniel Kingsly is an actual Marvel Character. There is actually some evidence that he appeared in the Spectacular Spider-Man TV show alongside his brother.**

**The name Felicia gives here as an alias is actually her mother's name in the comics.**

**Special thanks to my Dad for helping me with the Daniel Kingsly scene. He really helped make it a lot more believable.**


	12. Heart of Darkness

**Author's Note: And here we have Chapter 12. Unfortunately too late for Halloween, but this chapter's still really dark. In fact, given the title I'd say the darkness peaks in this chapter. May not be for the faint of heart.**

Chapter 12: Heart of Darkness

The transformation of the man she had just badly beaten left Felicia taken aback and horrified as the red and black slime continued to consume his entire body. As the metamorphosis continued, the man also seemed to be regaining his lost stamina, soon standing up again as if she had never even given him so much as a shove. The last of the red and black strands twisted and turned on his chest area before integrating and blending, mixing seamlessly with each-other into his body. The end result was a blood red torso with a black version of Venom's logo on it. His upper legs had also become red, along with the entirety of his arms. The rest of his legs were ebony black, and so where his claws. His face had turned into mockery of Spider-Man's red mask, but with the eye-holes resembling those on Venom's "face". The bottom part of it was also black and, much like Venom, with a mouth that resembled the maw of a piranha.

Black Cat knew that whatever it was that this man had become, he was now akin to Venom and Carnage, and what precious little experience Felicia had had with those two psychos was enough to tell her that this man was now far, far, out of her league. And he knew it too. She could see it in how his mouth morphed into a devilish smile as he readied his claws. But it was when he spoke that was really unnerving: it sounded like three separate people saying the exact same things.

"Heh, heh, heh…poor little kitten. You really should have kept those claws to yourself…now I…_we _are going to hurt you"

Black Cat braced herself, desperately trying to maintain her fighting stance without fidgeting as her heart went at three times its normal speed. She kept nervously taking in her foe's monstrous new form, her eyes repeatedly returning to his inky black claws. Clearly seeing past her façade of unflinching courage, the disturbing grin on the monster's "mouth" grew wider.

Then, without warning, he lunged at her, and Black Cat just barely moved out of the way. Unfortunately, out of one of the creature's arms came a blood red tentacle of sorts that latched onto her leg and pulled her towards him. In desperation, Black Cat moved her body out of the way of the symbiote monster's other claws and slashed at its face with as much force as she could muster. The creature reeled in pain and his tendril retracted, releasing Black Cat. As this happened, she could hear the symbiote monster screaming in pain, again sounding like three different people speaking, or in this case screaming in unison, which really disturbed her, before she started hearing his words, and all three voices carried a mocking tone:

"Oh the pain! The pain! It's unbearable!, It's intolerable! Actually…it tickled"

The creature grabbed Black Cat without warning and locked in her a crushing vice grip. His wicked grin getting even wider, the monster pulled Black Cat closer so that her face was inches from his, forcing her to look at the monster's disgusting slimey red face up close, a sight which was truly revolting in in of itself.

"Bad kitty…bad, bad, kitty."

Without warning, he kneed Black Cat hard in the stomach, causing her to gasp in pain and agony as he then threw her halfway across the room. Black Cat, using Olympic-level athletics honed from years of experience, rolled and landed gracefully on her feet, claws extended and ready for battle despite the still aching pain in her stomach area.

In the back of her head, Black Cat was fully aware that she stood no chance against the symbiote monster that this petty thug had just morphed into and needed to hightail it if she had any chance of staying alive. She needed to get out…get out and warn Peter…

Black Cat was shaken out of her thoughts as the monster came at her again. Black Cat surprised him by firing her grappling hook at him at point blank range. The claw embedded itself in the monster's shoulder, only for more red strands to completely envelop the claw, followed by him then slashing the line in two with his inky black talons and then running at Black Cat again. Black Cat cartwheeled out of the way, and spun around to make a run for it. She heard the three eerie voices laughing together as she did.

"HAHAHA. What's the matter kitten? Did we frighten you?"

As Black Cat kept running, she could hear the monster running after her. Spinning around to meet him, she hurled some smoke bombs directly into his face for all the good it would do and then moved to the side while he was distracted for a second by the smoke. But as she kept moving, she could feel a tendril wrap itself tightly around her wrist and start to pull her back. Black Cat struggled as fiercely as she could, even trying to slash the tendril with her free hand to no effect, but she was still being pulled closer and closer into the vicinity of the monster, who pulled her around and restrained her other arm with another tendril before she could slash at his face again.

Keeping up his sadistic Cheshire grin, the symbiote villain extended a black-clawed hand and stroked Black Cat's cheek lightly, making her skin crawl and giving her a powerful urge to vomit.

"Pretty little kitten. You really shouldn't have dislocated our arm…"

His black fingers trailed down to her chin, which he gripped tightly and pulled up, forcing her to look at him directly. She returned his Cheshire grin with a scowl that would shatter glass. This only seemed to amuse the symbiote monster more. Finally, using all of the strength she could muster, Black Cat forced both of her legs forward, kicking the monster back as hard and fast as she possibly could. He reeled back in pain a bit and retracted his tendrils, and Black Cat vaulted backwards after her kick, landing gracefully and ready to fight again.

Hobgoblin applauded, mockingly impressed with Black Cat's feat.

"Ah! Bravo!"

Black Cat ignored him, despite the intense urge to rip his tongue right out, and focused on trying to find a way out of her current sticky situation. Her grappling hook had been sliced in two, but she had other tools with which she could scale down the walls. The problem though was that both of her enemies could easily follow her and kill her when she was in a vulnerable spot. But standing and fighting guaranteed defeat and death, in short order. Neither option looked good.

Her choice came for her when the monster rushed at her again, this time with his own claws fully extended. Black Cat moved to one side to avoid the attack, but he was ready for that, and rapidly changed directions along with her, also using his tendrils to grab her leg and pull her towards him. The monster smacked her across the side of the face, an intensely painful strike that left the entire right side of her face feeling bruised and pained. The creature then bared its claws and began slashing at her. Black Cat tried to dodge each slash as it came but she finally felt a sharp, deep cutting pain on the side of one of her arms, causing her to cry out in agony. Desperately attempting to steel herself from it, she tried to remain on the evasive, only to feel another deep cut, this one on her leg. Black Cat screamed in pain and fell to her knees, gripping her bleeding arm tightly, as her opposite leg was also bleeding slightly.

Her monstrous foe stood towering over her, ready to finish the job. But Hobgoblin's voice cut through the air:

"Don't. I want her alive"

The monster turned to face him:

"Why? What for?"

"Bait"

Bait…bait for Spider-Man. She wasn't going to let that happen. Desperately trying to steel herself from the nigh unbearable pain and loss of blood, Black Cat struggled to her feet, took out the last of her smoke bombs, and hurled them right at the monster's face. Not waiting to watch the show, Black Cat ran as fast as she could with a cut leg and raced to the outside balcony.

_Looks like this is the price I pay… _Black Cat thought as she ran forward…and leaped off the ledge…

_For being good_

-X-

Ryan pushed past the irritating smoke and ran off in the direction Black Cat had gone before Hobgoblin's voice called him back.

"Don't bother. Our little kitten just took a dive right off the building. Such a shame. I'd hoped I could make use of her…but, I believe that we can still play the situation to our advantage."

"Grrr…I wanted to play with her some more. She had such pretty eyes"

"Indeed. So…you have a symbiote now. Impressive" Hobgoblin of course neglected to mention that he had suspected that this very thing had happened to Ryan but had kept quiet up until now. And the results really did speak for themselves.

"Yeah…we feel stronger now. Much stronger. Impressive huh boss? Wouldn't have thought a near-death experience with a super-psycho would be so to our advantage"

"Mmmm, true. But what to call you though? Unless you still prefer to answer to Ryan?"

"No…Ryan is not _us. We_ are more then just "Ryan" We need our own name…our own title, like Venom, and Carnage…how about Hybrid? After all, we have parts of two symbiotes, merged into one…yes…we are Hybrd!"

"Of course…well then "Hybrid" I tell you what: why don't you and I leave this place and leave our web-slinging foe a little message, shall we?"

-X-

Spider-Man was swinging through New York in a panicked frenzy. The increased speed and exhilaration made the whole thing come off as a blur, with his normally sturdy heart feeling like it would leap out of his chest at any moment of the particularly speedy and frantic swing through the darkened city.

But Spider-Man couldn't help it. He couldn't be too slow. He couldn't stop for one second. He had failed his wife before, because he wasn't' there for her. He would never lose anyone else he cared about the same way.

And so, Spider-Man was on a mad swing through New York, with Venom of all people leading the way, trying to track down the rogue fragment of his and Carnage's symbiotes, and where they might be now…

Finally, they arrived at a place Spider-Man had hoped they would not: Felicia's high-rise apartment.

"Oh no…oh my G-d no…"

The world almost slowed down and became a nightmarish version of reality as Spider-Man somehow swung even faster down to the apartment, outpacing Venom and breaking down the doors as he raced into Felicia's room.

"FELICIA!"

Nothing. There was no one there. The room was empty, but Peter could see the damage. There had been a fight. And then he saw that there was some blood.

"No…"

Something in Spider-Man snapped, for a second everything came crashing back down into the abyss as all of the horrible memories of Mary Jane's death came flooding back. He would have lost it all irrevocably right then and there if he didn't then see the message burned into the wall for him to see:

TO SPIDEY: SHE'S OURS NOW. HAHAHAHAHA

Spidey was simultaneously hit with both dread and relief. Felicia was still alive. He hadn't failed her, he hadn't let her down…and yet at the same time he had…Hobgoblin had her. Could kill her at any moment. Spidey had to move. Had to find her, had to save her. He couldn't lose anyone else…

Venom's voice shook Spider-Man out of his thoughts:

"Grr…the strands were here not long ago…and they've bonded fully. We can sense it. They are their own symbiote being now..."

Spider-Man turned to face Venom:

"Well, whatever monster your excess alien mucus created, its working with Hobgoblin, and they have Felicia. So either you can help me save her Brock, or you can get the hell out of my way now"

"Argh! Forget it! We have better things to do then help you play rescue damsel-in distress. We have a city to protect. _Our_ city…"

And with that, Venom ran off into the night, blending in seamlessly with the shadows as he swung away, leaving Spider-Man alone. Turning back to look at the message burned into the wall, Spider-Man could clearly see that Hobgoblin had also left him directions…

-X-

Spider-Man swung over to the site Hobgoblin had cleverly marked with his message. It was a site that held some significance to them both, being the birthplace of Spider-Man's arch-foe, and the Hobgoblin's inspiration…

Oscorp Labs.

Spider-Man swung to the roof of the complex, ever on the look out for his hated foe. But there was nothing. No one to be found. It was just a dark, quiet night…

Without warning, Spider-Man felt a figure lunging at him. Turning around too late, Spider-Man walked right into a powerful arm that knocked him into the air, and by the time Spider-Man realized what was going on, he had already crashed right into one of the taller parts of the complex. Desperately trying to recover, Spider-Man felt a long sticky tendril grab his leg and hurl him in another direction as a maniacal voice cut through the air:

"He's bigger…"

The tendril shot forward and grabbed Spider-Man again, pulling him back and smashing him back onto the roof.

"He's badder…"

The tendril pulled Spider-Man back again, but this time tossed him off to one side, where Spider-Man went hurtling down to the ground. Shooting out a web-line, Spider-Man tried to swing away but just wound up easing the impact of his fall a little.

"Ladies and gentlemen, he's too much for the Spectacular Spider-Man!"

Just as Spider-Man got back up on his feet, his assailant leaped down to reveal himself, and Spider-Man finally let it sink in that this was the new symbiote villain made from the rogue strands of Venom and Carnage that he had been warned about. Looking up, Spider-Man could also see Hobgoblin descending on his glider.

"Well, well, well, look out how easily my new boy has made a punching bag out of you! And to think, being almost the resident expert on Symbiote baddies you'd have fared better…"

Spider-Man tried to steel his way past the bruises and readied himself for a fight. This new symbiote villain was good with the tendrils, just like Venom and Carnage. And this villain just had fragments of them, he probably just had all of the same tricks. And if that was the case, then he could definitely handle him.

But as Spider-Man reminded himself, he had a different, much more important reason for being there.

"Where's Black Cat Hobgoblin? What have you done with her?"

Hobgoblin chuckled. "Oh yes, about that. Well, see, the ugly truth is: I don't have her. Never did in fact. She's dead my boy. Killed by my associate here when he threw her over the edge of the balcony…"

Spider-Man felt his heart skip a beat. His blood froze as his world once again threatened to come crashing down completely on him. It couldn't be true. He couldn't have lost someone else he cared about...he couldn't…

Spider-Man was so overcome that he didn't move in time as Hybrid came charging. By the time he had returned to the immediate danger, he was already reeling and recoiling from blow after blow, punch after punch, and what few attempts Spider-Man made to resist seemed to do next to nothing to the symbiote villain. All a hard punch to the jaw did was make him laugh.

"HAHAHAHA! Is that really the best you can do? Either you're not what everyone said you were…"

Hybrid launched a vicious uppercut that knocked Spider-Man back.

"…Or we're even tougher then we thought"

-X-

Moon Knight's glowing blue pupil-less eyes narrowed ever more as he watched the monitor screen. Two of his knights signals had gone dead within but a short span of one another, and where with Black Cat he had not been initially concerned, now he was growing worried. Spider-Man's signal had gone dead and Black Cat's still had not turned back on. Something had happened. And given the two's history, he doubted that they were unrelated…

Moon Knight pondered his next move, weighing the different possibilities and strategies carefully in his mind. He ultimately decided that if he was going to act, now was the time. To delay would be to risk losing Spider-Man and Black Cat, assuming that they were not dead already. And so he got up, and went to get his…favorite toy

-X-

Her claws dug deep into the side of the wall once more. Her arm responded by sending a sharp, hot burning pain to the rest of her body that had become almost completely unbearable by this point. That was what happened when one attempted such a physically strenuous feet with a cut and bleeding arm. But Black Cat couldn't stop. Not now. Not when she was so close to the top. She hadn't struggled and suffered this much just to give up and fall to her death now.

So she kept going. She heaved her body forward on her bleeding arm, and again it screamed out for her to stop. But she couldn't. She kept going. Higher, higher, and higher. She could feel her bleeding leg cry out in pain as well. Her arms were going numb…

At last Black Cat's hand gripped onto the railing of her balcony. With renewed determination born from reaching safety, she heaved herself upwards one last time.

Black Cat breathed a sigh composed of relief, agony, and exhaustion all wrapped into one. She had saved herself, and with a still bleeding arm and leg, the latter of which had no strength left. She was now feeling supremely light-headed. She had to bandage up the wounds, and quickly…

Black Cat forced herself up despite her bleeding leg's protests and staggered over to the nearest curtain and tore a piece of it off, wrapping it tightly around her cut arm and applying pressure to stop the bleeding. Then she did the same to her leg. But she still felt faint. She had still lost blood, and had used far too much energy scaling back up. As she moved forward a little more she felt a sudden rising sensation and the next thing she knew there was a small puddle of vomit on the floor. She was going to pass out, she could feel it. Her only hope now was to call for help…

Black Cat tried to stand up, but her injured leg couldn't do anymore. She felt weary. She wanted to rest…no. She couldn't rest. Couldn't stop. She had to keep going…

Black Cat got up and made her way to the phone. She started to punch in Lippy's number but she felt light-headed again. The room was starting to swim before her eyes…

Black Cat's exhausted legs gave way, and she collapsed, the world spinning even more. And it was going dark too…

She heard something, something loud. It was a humming noise that sounded almost like…

Black Cat began to lose consciousness. The world started getting blacker and blacker. But before darkness took her completely, she saw a large white, flying vehicle floating in front of her apartment balcony. She knew immediately who it was.

"Moon Knight…"

-X-

Spider-Man desperately attempted to hold his ground against Hybrid, but it was no use. Hybrid was just as fast and vicious as those whose symbiotes he was made of, and easily just as strong too, if not stronger. It seemed that no matter how hard and fast Spider-Man hit him, Hybrid just rolled with the punch, or steeled himself through and dished out more blows that never failed to knock the wind out of Spider-Man, or send him hurling through the air. Knowing that he could only take so much, Spider-Man started going on the evasive, firing web bullets that Hybrid easily swatted away as he backpedaled and retreated to higher ground, hoping that he could try and figure something out.

"Oh, I do believe that our wall-crawling hero is running away! What do you say to that Hybrid?"

Hybrid's three voices chuckled in unison as the red and black monster launched itself into the air, intent on pursuing Spider-Man to whatever place he tried to run to. And Spider-Man knew it to. He also knew that there was no beating Hybrid. Not here, not now, and not with his level of strength. He needed help. Too bad the one person who could have helped had chosen to run off.

"_Damn you to hell Brock…"_

Hybrid's tendrils shot outwards again. This time, Spider-Man moved out of the way and swung in with his legs extended, kicking Hybrid square in the face. Hybrid retaliated by swinging his arm out at Spider-Man, knocking him back. Spider-Man recovered while airborne and landed ready for more. But Hybrid came in too hard and too fast, and Spider-Man once again found himself being smacked and punched around like he was nothing. Soon he was on his back, body bruised, sore, and bloodied. He couldn't bring himself to stand up again. Hybrid had him beat.

_Guess you get New York City after all Eddie…_

Hybrid walked over and prepared to deliver the finishing blow when Hobgoblin called out to him to stop:

"Oh no, no, no. Not yet. As sorely tempting as it is and as immensely satisfying as this has been to watch, I'm not ready for Spider-Man to die just yet. Oh no, not when he's still defiant. He must submit. He must be ready to die, after he's lost everything. Only then will my revenge be complete. For now Hybrid, leave him there to wallow in the misery of his latest defeat and loss"

Hybrid nodded, and swung away after his master into the night. Spider-Man, feeling intense pain throughout his entire body, still shouted out in fury:

"DON'T YOU DARE RUN AWAY YOU MONSTER! Come back here and fight me! Do you hear me Hobgoblin? FIGHT ME!"

Spider-Man was screaming as loud as he possibly could, anger, rage, and grief filling every ounce of his body, not caring if anyone heard him. He wouldn't let him get away with this. Wouldn't let Hobgoblin, a man who he now hated as much as his predecessor, get away with murdering another person he cared about and then have the gall, the _**gall, **_to decide that he wanted to make Spider-Man suffer more. He wouldn't let him. He wouldn't let him…

Spider-Man could see a large white flying object coming towards him, and judging from the crescent moon shape, he had a feeling who it belonged to. But it was who he saw inside with Moon Knight when the ramp was lowered that surprised him:

"Felicia…"

She wasn't dead. He hadn't failed. He hadn't lost another person he loved…

Peter smiled under his mask as darkness took him.

**Author's Note: And there you go! Another dark cliffhanger. Well I had said this one was dark didn't I? I hope you all enjoyed that chapter. I know I certainly enjoyed writing it, Hobgoblin's total callousness and pure evil nature notwithstanding, although even that can be fun to write in a dark kind of way…**

**Well, I hope those of you who have stuck with me thus far will continue to do so, and thanks again for sticking with me this long!**

**And yes, Hybrid is a real Symbiote villain, but he's a lot different then my version. **


	13. Licking Wounds

**Author's Note: Wow. Just three chapters to go, counting this one. Thanks again to everyone who's held in for this long, and I hope you enjoy!**

**Oh, and just a recommendation: read the first part of this while listening to the Spider-Man movie theme. **

Chapter 13: Licking Wounds

_It all came off as such a blur…a random and unorganized collection of images and colors, drifting in and out of his mind as he remained stuck in this dreamlike state. He couldn't make anything out amidst the torrent of ever-shifting color tones and none of the various shapes he saw were recognizable…except one._

_A Spider._

_He could see it, nestled in the center of its carefully constructed web, staring blankly at him with its four pairs of empty black eyes. It was more then a little disconcerting, especially as it started slowly opening and closing its fangs over and over again. He was getting the impression that the spider saw him as nothing but food…_

_Then he realized that he was stuck in the web, and the spider was bigger then him…_

_As the spider's maw opened up to swallow him whole, pitch-black darkness consumed him, only for more colors and shapes to assault his senses. But this time they were clearer. He could see webs…strands of his DNA…and they were mixing into one…_

_He saw other shapes…more spiders, and buildings…he saw himself leaping from building to building, screaming with joy and reveling in the thrill of his superhuman powers for the very first time. _

_He saw a splash of red and blue as he watched his younger self enter the scene for the first time in a much cruder and less flashy looking version of the costume he had worn for so many years…_

_He saw a man running towards him with money, an angry man…who he let run past him…_

_He saw a green face staring at him, a devilish grin opening to laugh maniacally and bulging yellow eyes containing nothing but madness staring him down…._

_He saw fire, explosions, flashes of lightning, the wings of a predator, the innumerable grains of a living mountain of sand, the steel tentacles reaching for him pincers extended, black slime covering him in a living tomb as darkness took him again…_

_He saw a familiar setting, from a time that felt so long ago…he saw so many old faces…_

"_Come on Peter, you're gonna miss the Principal's start of semester speech"_

"_Ah, you just go on without me Gwen, I gotta finish this"_

_She laughed. He'd forgotten how much he had missed that laugh…_

"_I'll help you study later Peter. Lets go"_

"_Ah, all right Gwen, I'm coming, I'm coming…"_

_A louder, slightly obnoxious male voice that Peter would recognize anywhere tore through the air:_

"_Hey! Did you hear the news? Spider-Man just totally curb-stomped the Vulture, for like, the third time!"_

"_Gee, what are you Flash, his fanboy or something?"_

"_Maybe I am, so what? Spider-Man's awesome! Everyone else knows it Liz, why don't you?"_

"_The Bugle doesn't think so. They say Spider-Man's a menace…"_

"_Ah, I don't care what the stupid Bugle says. If you ask me, old Jameson's just jealous that he can't do the things Spider-Man does…"_

_Gwen turned to him, and he could see up close her beautiful face with golden hair and glasses that looked like the ones he used to wear…he realized that he had almost completely forgotten her face…_

"_What do you think Peter? About Spider-Man I mean?"_

"_Well, I, uh…"_

_He didn't answer. He didn't even remember what answer he had given when that scene had taken place so many years ago. The scene started to crumble. He heard Gwen ask him again and again:_

"_Peter? Peter…?"_

_Her voice faded away along with everything else. But he could still hear the words…_

"_Peter…?"_

_The words were the same but the voice had changed…_

"Peter…?"

He slowly opened his eyes, and in mere moments, the blurry images and bright light started to give way to more solid shapes as the scenery came into focus.

"Finally, he's coming around"

The voice had become more solid, more clear. He could hear the words better. The voice was unmistakably male, and eventually, the big white blob began to transition into…

"Moon Knight…?"

He turned to one side. Daredevil was standing there as well.

"Stay still Peter" Daredevil assured him. You took one hell of a beating, and it will be a few days before you reach full strength again…"

"Wait…" Peter said, struggling to both get the words out and regain total focus. "Where's Felicia? Is she OK?"

"Black Cat is fine" Moon Knight replied assuredly. She's still recuperating from the blood transfusion she had to have, but she'll live"

"But wait…where are we anyway?"

"A New York hospital. And don't worry, you're secret is safe"

"It is? How's that?"

"The doctor agreed to keep your secret safe" Daredevil replied. "His payment, he said, for you saving his daughter's life"

"Wow…tell him I said thanks would ya?"

"Listen to me Peter: I think you may want to know that courtesy of whatever happened last night, you not only got yourself seriously injured, but this has cost Black Cat her secret identity"

Peter hoped that he misheard Daredevil. That he was just still woozy from being asleep for so long.

"What do you mean she…?"

"We tried to keep them from taking your masks off, but the NYPD found her ransacked apartment this morning, complete with the message Hobgoblin left for you. Then we learn that Felicia Hardy fits the appearance of Black Cat pretty well, and the rest is history. It and your hospitalization are today's front page news"

Suddenly all of Peter's bruises felt that much sorer and more painful as it sunk in fully just what he had cost Felicia…

"No…no how I could be such an idiot?"

"Don't blame yourself Peter. It was Hobgoblin and the thing that attacked you last night that are responsible for all of this, not you."

"But what will happen to her now? Is she going to go to jail? Is the government going to seize everything, or…"

Moon Knight held up a hand: "The police are still figuring out what they're going to do with this information. Listen: I know that something is going on between you and the Hobgoblin, but now that this little war of yours has put several other people in the crossfire, including the entire Marvel Knights team, I need some answers. What is going on exactly between you and Hobgoblin, and who attacked you?"

"Hobgoblin's got a symbiote-villain working for him…some of Venom's suit broke off from the rest and bonded with one of Hobgoblin's goons. He has some of the Carnage symbiote too. He…he's a hybrid"

"A hybrid? Of Venom and Carnage? And where is Venom in all of this?"

"He ran off on me…decided Hybrid and I weren't worth his time…"

"I can't say I'm surprised…now how about my other question?"

"Hobgoblin knows who I am. He's been trying to kill my loved ones to get to me. I tried to figure out who it was under the mask, and this was his response. And now he's got that symbiote villain working for him…"

Daredevil interjected: "Peter, if this thing that put you here is a symbiote, can you tell us if symbiotes have any particular weaknesses? You had one for a time as I recall"

"You mean something more effective then just trying to punch it? Well, Symbiotes are vulnerable to sonic vibrations. They _hate_ those with a passion. It can separate a symbiote from its host too"

"And I take it that's how you got rid of yours?"

"Yeah. But unless anyone's got a sonic blaster on hand, I'm not exactly sure how that information will be helpful"

"Oh, it will be, trust me. I have a feeling that the psycho who did this isn't done…"

-X-

Ryan had not called the symbiotes back since they had first made themselves known and enveloped his body. Instead, he retained his monstrous form at all times, relishing in it and the power that it granted him. He had defeated Spider-Man. And soundly at that. No one would have ever suspected something like that to happen to him...

His bosses voice cut through the air, shaking Ryan out of his dark thoughts:

"Quite the front-page news if I do say so myself: "Spider-Man hospitalized". And Black Cat too for that matter…"

"Yeah. But how much longer is this going to go on? You want revenge, it seems like now is as good a time as any to take it"

"Perhaps you're right…I had wanted him to suffer more, but an opportunity like this will only come once…very well. Go. Kill the cat, and if after that he's given into despair, kill him too."

Ryan smiled underneath his twin symbiotes.

"Of course…"

As he turned to leave, Ryan turned back around to face Hobgoblin:

"Oh and, you don't mind if we have a little fun with the kitten first do you?"

"By all means"

Ryan's smirk turned into a full wicked grin as he turned back around, made his way out of his bosses latest hideaway, and swung off on his tendrils, heading for the hospital.

-X-

Spider-Man lay in his hospital bed alone. Daredevil and Moon Knight had had to leave to deal with other matters, but Black Widow was helping the police guard him and Felicia. Peter lay in his bed motionless, heeding Daredevil's advice but also feeling completely useless as a result. Over and over again in his mind he criticized himself for his failures, condemned himself for his recklessness and stupidity, and repeatedly blamed himself for the exposing of Felicia's secret identity. And after everything she had done for him…

Eventually, Peter realized that he couldn't stand beating himself up any longer, and tried desperately to focus his attention to what was on the news in the television in his room. Thankfully, it was nothing that had to do with him:

"….Tony Stark, CEO of Stark Industries and perhaps more importantly, the armored avenger Iron Man, surprised everyone yesterday with the news that he was to become involved in SHIELD following the promotion of former 2nd-in-command Maria Hill to director. As a long-time Avenger who's company has designed weapons for the organization, Stark's involvement seemed like a logical move for the billionaire superhero. But not everyone agrees with the decision, in particular Obadiah Stane, head of Obadiah Industries and a former associate of Tony Starks, made this controversial statement yesterday shortly after the news was announced"

The screen cut from shots of Tony Stark and his Iron Man persona to a more built, older man with a beard and a bald head who Spider-Man recognized as Obadiah Stane.

"…Well, I mean, I'm not so sure that people really understand what's going on" Stane said in a voice that bore an uncanny resemblance to that of Jeff Bridges. "I mean, we're letting an alcoholic and a known womanizer be 2nd-in-command of the most powerful peace-keeping organization on the planet. I mean to me, that just doesn't seem like its in the world's best interests…"

The television screen changed back to the anchorman: "Following this statement, Stane came under heavy criticism, with critics accusing Stane of public slander and hefting accusations for the sake of discrediting one of his two biggest business rivals. Currently there has been no—"

Spider-Man turned the television off. He was weary, and somehow the news was not something he wished to hear at that moment. He was fidgeting a little, his mind going over again and again all of the losses and near-losses he had suffered at the Hobgoblin's hands. He grew angrier the more he thought about the madman and what he had done, and felt completely useless for not being able to get up and do anything about it…

And not to mention, what was to stop Hobgoblin from going after someone while he was out of commission?

-X-

Hybrid arrived at the Metropolitan Hospital Center, which Spider-Man and Black Cat had been confined to following their respective battles with him. Hybrid couldn't help but feel some sick satisfaction and sadistic pride at having been the one to hospitalize not one but two superheroes, and on his first outing as a supervillain no less. And now that he had been given the go-ahead to finish the job, he was almost intoxicated with his new feeling of unstoppable power. He felt like he could go toe-to-toe with the Sub-Mariner and come out ahead…

But, first thing was first. He had to get into the hospital and finish what he had started. He could, of course, just go barging in, but then he took notice of the police cars surrounding the building. Apparently the NYPD had anticipated the possibility of supervillains coming to finish off the superheroes while they were hospitalized.

_For all the good they would be in protecting them _Hybrid thought. Still, they could prove to be quite the nuisance for him, and not to mention that the ruckus of their battle would alert Spider-Man and Black Cat to his presence. No, perhaps it was better to go at it a more discreet way…

Hybrid dropped down into an alley and commanded the rogue symbiote strands to retract. They did just that, leaving in their place red clothing with black boots and a coat. And, as a finishing touch, the symbiote created a red and black baseball cap with which Ryan could conceal his…now less then human facial features.

As he set out for the hospital, Ryan admired his new clothes, which were far better-looking then anything he had ever worn in his life before.

_We could get used to this…_

Making his way to the entrance, Ryan was blocked by one of the police officers. Already prepared, Ryan exposed some of his now diseased-looking skin to show the police officer, who then stepped aside and allowed him to walk in. Going into the main lobby, Ryan scanned the area, looking for where there would be police officers, knowing that any room they were guarding was bound to contain one of his targets…

Having no luck, Ryan decided to be a bit more direct just as the receptionist's voice shook him out of his thoughts:

"Uh, excuse me sir, can I help you?"

Ryan walked over to the receptionist, who cringed slightly upon seeing his diseased-looking skin.

"No wonder you're here. You look terrible, what is there some kind of plague going around?"

Ryan raised his head fully so that his baseball cap no longer hid his white pupil-less eyes, which bore into the receptionist as his mouth stretched into a wicked grin, with his long slimy tongue now flicking about.

"Not a plague…a gospel"

"Oh G-d no…"

The receptionist attempted to push a button under the counter but Ryan lashed out with a symbiote tendril that grabbed the receptionist by the throat and slammed him up against the wall. As the symbiote re-formed over his body, Ryan asked the receptionist:

"Now tell us…where might we find a certain two superheroes?"

-X-

Spider-Man was shaken out of his daydreaming by the sounds of screams and chaos off in the distance. His spider-sense wasn't going off, and that cued him into who the source of the screams was.

_Hybrid_

His mind kicking into basic instinct, Spider-Man forced himself up, ignoring his sore body's protests as he did so, and threw off the blanket. He could see that there was an IV tube attached to his arm. Bracing himself, Spider-Man ripped the tube out of the drip bag and climbed fully out of the bed. His body still felt sore and bruised, and he now had a broken IV cord attached to his arm, which would make for an awkward add-on, but he was confident that he could move and fight again.

But of course taking Hybrid on one-on-one had already proven to be foolhardy, and Spidey was at top strength then. Another direct assault would only get him killed, and it didn't help that the narrow halls of a hospital were not ideal for web-slinging. Clearly, he would have to think of something else…

-X-

Hybrid swatted aside the two police officers with his tendrils and kicked down the door to Black Cat's room, the large slab of metal breaking off its hinges and landing on the ground with a deafening thud with just one mighty kick from the symbiote villain's legs. Forcing his way in, he could see that the bed was empty…

Black Cat jammed her claws into the side of Hybrid's neck with as much fury as she could muster, causing Hybrid to shriek in pain as he attempted to force her off of him.

"Didn't think I'd be ready for you did you?" Black Cat snarled through gritted teeth. "Well I'm not as helpless as you'd think jack-ass"

Hybrid shook around violently, trying to force Black Cat off of him but her grip stayed firm, refusing to take her clawed glove out of him. Finally though, Hybrid grabbed her and using all of his strength pulled her off of him and slammed her against the wall. Black Cat forced herself out of the way of Hybrid's claws and slashed at his leg with her own. Hybrid turned to look at her and scoffed.

"What was that supposed to be? A massage?"

One of Hybrid's tendrils wrapped around Black Cat's throat in a suffocating grip and raised her up, forcing her to once again lock eyes with Hybrid.

"The boss allowed us to have some fun with you little kitten…"

Black Cat, struggling to speak, managed to gasp out, barely intelligible:

"Go…to…Hell"

Hybrid's grin widened. "All in due time. But first we have some fun with you…"

A large glob of webbing struck Hybrid in the side of the face, blinding him in one eye. More webbing stuck itself to Hybrid's legs, and the next thing Hybrid knew, he had been pulled to the ground. Flailing about, Hybrid cut the web-lines attached to his legs, tore the glob of webbing over his eye off and rose to his feet again, screaming in fury. He looked outward to face his attacker:

"You get the hell away from her"

-X-

Spider-Man's mind was racing a hundred miles per minute. He had just gotten Hybrid's full attention, and he still hadn't figured out a way to beat him. He wasn't off to a good start.

Well, first thing was first, he had to get him away from Black Cat and to a space that granted him as much movement as possible. As Hybrid went at him in a blind fury, Spider-Man took off down the halls, using webbing when he could to put some distance between him and the psychopathic monster pursuing him.

Hybrid's three voices laughed in unison, echoing throughout the hallways of the hospital.

"You really think you can escape us? Run from us? You're boxed in genius. And you can't outrun us!"

Spider-Man kept retreating, blocking out Hybrid's taunts despite knowing deep down that he was right: he was stuck in cramped quarters and narrow hallways, and it put him at a serious disadvantage.

Deciding that he couldn't stick around indoors then, Spider-Man tried to make his way to one of the exits, hoping to lure Hybrid outside where he would have a better chance, not to mention be able to keep up the chase long enough for him to figure something out…

Spider-Man felt Hybrid's tendrils wrap around his leg tightly before then being slammed into a nearby wall, enflaming all of his injuries. Smothering a scream, Spider-Man dodged out of the way of another strike of Hybrid's tendrils.

A shrill, vibrating noise suddenly tore through the air, as Spider-Man saw sonic blasts striking Hybrid, causing him to shriek in pain. Seizing on the opportunity, Spider-Man launched forward and started punching Hybrid as hard and fast as he could. Hybrid angrily swatted Spider-Man away and turned to face his new attackers, who Spider-Man turned to look at as well: SHIELD soldiers, clad in blue protective gear and armed with guns that looked straight out of science fiction. And leading them was Black Widow.

"Take him down" Black Widow ordered.

The SHIELD troopers opened fire once more with what a thankful Spider-Man identified as sonic blast-emitting weapons, with the shots once again hitting their mark but also consequently throwing him into a frenzy. With a roar of pure fury, Hybrid lashed out with his tendrils, swatting several of the SHIELD soldier's rifles aside while simultaneously charging towards the agents with an animalistic fury. Soon, he was right into them, clawing and slashing away like a frenzied predator despite Spider-Man's best efforts to restrain him with his webbing. Soon, nearly all of the SHIELD agents were downed, with the last one on his knees and still attempting to land a shot with his rifle. Hybrid broke the rifle in two with one hand and grabbed his throat with the other. Hybrid hurled the agent over his head and into Spider-Man's path. The wall-crawler leaped over him and used webbing to cushion his landing. Meanwhile, Black Widow shot at Hybrid with her small arms and also her "widow's bite" blasts, but neither had any effect. Hybrid grabbed her by the throat before Spider-Man could get to her in time.

"Did you really think those stupid blasts would hurt us?" Hybrid asked, the tone of his three voices having transitioned from smug sadism to fury.

Black Widow responded by pulling out a small gun that resembled the sonic-weapons used by the SHIELD agents and pulled the trigger. The resulting close-range blast sent small portions of black and red slime scattering in all directions as Hybrid shrieked and fell backwards. Spider-Man turned to Black Widow: "Thanks. Talk about coming in at a convenient time"

"Matt said that you told him what this creature's weakness was. So I had SHIELD come with the proper countermeasures"

"I can see that"

Hybrid growled. Spider-Man and Black Widow readied themselves as some of the SHIELD agents staggered to their feet. Black Widow was set to fire her sonic weapon at Hybrid while he was down but Hybrid shot out a tendril that latched around Black Widow's arm and pulled her towards him. Hybrid hurled her at the two still standing SHIELD agents and then charged Spider-Man again. Deciding to again try and get the battle to a different setting, Spider-Man sprinted to one side and compelled Hybrid to give charge. Bowling over two more SHIELD agents, Hybrid pursued Spider-Man once more, shouting out to him as he did:

"Some help they were huh?"

Spider-Man ignored him and kept moving, rounding a corner and going through another hallway as Hybrid pursued, grabbing and hurling various objects lining the halls with his tendrils as he did so. Spider-Man attempted to dodge them all, but again, the narrow halls did not work to his advantage, and a large chair struck him in the back, causing him to collapse, again enflaming the bruises he had that still had not fully healed. Staggering to his feet, he was met with a punch that knocked him back further as Hybrid advanced on him.

"You couldn't stop us. SHIELD couldn't stop us. The Russian bitch-in-heels couldn't stop us. We've won."

Spider-Man responded by rising to his feet and punching Hybrid as hard as he could in the face, twice. As Spider-Man already knew, it did nothing. At least nothing worthwhile.

"Defiant to the end. We can respect that…"

Hybrid readied his inky black claws for the kill

"But you're still a dead man"

"Hey jack-ass!"

Taken off-guard, Spider-Man and Hybrid turned to face the sound of a gruff voice that Spider-Man was sure he had heard before. Sure enough, he could see plainly that it was Shocker; out of costume, staggering, and with a bandaged up chest. And on his face was an expression of pure fury.

"Tell your boss I've got a message for him: he'd better enjoy his damn revenge while it lasts, because he's going down. As for you…"

Hybrid's previous demonic Cheshire grin turned into an expression of shear horror as he saw Shocker's gauntlets aimed right at him.

"No…no, no, no, NO NO!"

Before Hybrid could move out of the way in time, Shocker let fly with his shock gauntlets, hitting the symbiote villain with as much power as the gauntlets had left in them. Hybrid's three voices shrieked in pure agony, their pain echoing through the hospital in unison. As Spider-Man looked on, large groupings of red and black slime went flying off Hybrid's body as he continued to scream. Eventually, whole portions of Hybrid's suit disappeared, exposing the human that lied beneath it all.

Eventually, Shocker's gauntlets sputtered and gave off electrical sparks before dying completely. But by that point, there were no more symbiote fragments. There was no suit. No Hybrid. Just a man in now disheveled blue and black clothing standing amidst a pile of inert black and red slime, shaking as if he were standing naked in a snow-drift. Finally, after but a few moments, Ryan collapsed face-first onto the floor, unconscious.

"You're going all the way back to planet jack-ass, jack-ass"

"Gee Shocky, didn't know you had a talent for one-liners"

Shocker whipped around to face Spider-Man but didn't bother to raise his shock-gauntlets, which he'd just burned out for the time being anyway. There was a stare-down between the two as Spider-Man asked:

"What are you doing here Shocker?"

"Was in the process of recuperating from a gunshot that almost killed me. Then getting a blood transfusion fit for an elephant. And I believe I also just saved your life, which I can't believe I just did, but there you go"

Spider-Man said nothing as he eyed Shocker's gauntlets

"Wouldn't the doctors confiscate something like those?"

"The idiots didn't know what the gauntlets were so they just took them apart. Bet they figured they were just pieces of useless junk. Didn't stop me from putting them back together"

"Uh-huh…who shot you?"

"This asshole did. Before becoming whatever the hell that thing was. His boss Hobgoblin decided I'd grown too big for my britches. His goon dumped my body but was stupid enough to leave me close enough to the hospital…"

Spider-Man grabbed Shocker by the throat and hoisted him aloft.

"You were working with Hobgoblin?" Spider-Man asked angrily

"Hey easy, easy, I didn't do anything, I didn't do anything I swear! All I did was look at Scorpion's new suit, that's all! Please, let me go! I saved your life pal, I saved your life!"

Spider-Man threw Shocker down to the ground.

"Shut up Herman. You helped that madman kill my wife. You are going to tell the police how you helped him, and then your ass is going to jail"

Shocker forced himself up with a grunt of pain as he shouted back in defiance: "Oh get out of my face Web-Head! I saved your life from this guy! That's worth something!"

"Yeah: I don't punch your face in"

-X-

Ryan was led away in a straight jacket by the SHIELD agents into their van, all the while screaming about how the symbiote fragments would return to him and how he would become Hybrid again. As Spider-Man looked on, he asked Black Widow: "He's just a normal guy now. Why is SHIELD taking him?"

"After Carnage broke out of Ravencroft SHIELD isn't taking any chances with Symbiotes and their hosts. Its become clear that these parasites seek out their hosts after separation and try and re-bond with them. So we want this one to be locked up properly so that that doesn't happen again"

"But the symbiote strands were destroyed. Shocker hit them full blast—"

"No. They weren't killed" a SHIELD scientist interceded. "Just stunned. The bio-scanner picked up signs of life. Those things aren't dead. But, if Director Hill has her way, they will be soon enough. Just need to study them first, and then they go in the incinerator."

"Study them? Are you insane? Have you seen what those things do? They're a danger, they're…"

"There is no need to worry, SHIELD has these things fully contained and under control. And once we're done, they will be disposed of accordingly. Good day"

And with that, the SHIELD scientist walked off, leaving an incredulous Spider-Man behind. He turned to Black Widow:

"Widow, stop them, they don't know what they're doing—"

"Sorry Spider-Man but this is far out of my hands. They are fools for trying to study those things though. They will bring nothing but trouble…"

"Then stop them!"

"Are you deaf? I just told you its out of my hands"

Spider-Man put a palm to his face. "These people are insane…"

"Yes, its one of the many reasons why my ties to SHIELD now are loose at best"

"But not loose enough to call in a squad of soldiers with sonic weapons huh?"

"No. But SHIELD deals with all manner of threats that conventional police and militaries cannot sufficiently address. If someone had not needed to alert them, they would have come on their own"

"Right…and then they do the dumbest possible things upon dealing with said threats. I'd hate to see what those idiots would do if they got their hands on the Hobgoblin's stuff…"

"Well then you had better hope that you are the one who defeats the Hobgoblin, and not SHIELD. Oh, and by the way, Black Cat wants to see you"

-X-

Spider-Man walked in to check on Felicia, who was finally out of bed again after Hybrid's attack. But he could still see the pain all over her body, the injuries. And they weren't all physical either.

"The…the doctor says that you should be fine in a few days, but he'd caution against any fancy acrobatics for a good week or so…"

"Well, considering what's happened to me, I might not be doing any "fancy acrobatics" for a lot longer then just a week…"

Spider-Man sighed deeply. The guilt he felt at Felicia's secret identity being exposed again came clawing back to the forefront of his mind. She had always prized that side of her more: the costumed side. In fact, most of the time, there was no Felicia Hardy it seemed, only the Black Cat. And that was where they had been different. But now that it had been exposed…he had no idea what was going to happen to her. And their friendship had become so strong over the last few weeks…

"Look Felicia, I'm sorry about this, I really am. I know how important your secret identity is to you, but…"

"Its OK. Its not your fault Peter…"

_Peter. _He still hadn't gotten used to her calling him that. It just reminded him of how strong their friendship had become.

"So what will you do now? Do you think the NYPD's going to press charges?"

"Of course they are. I was a cat burglar remember? And I never did really return any of the things I stole…not like it would have made much of a difference anyway…"

Spider-Man sighed. He didn't like the sound of that either, and the way Felicia was so casual about it unnerved him slightly. He figured that it was her way of coping. But he couldn't take it like that. He had to say something…anything…but what?

"Felicia, look: if the worst case scenario happens: just know that I…I really appreciate everything you've done for me. Saving my life, protecting my Aunt, everything. I…you really are one of my greatest friends…"

Felicia smiled. "Thanks Peter. I really appreciate that…" She sighed deeply. "Never thought I would end up like this: a selfless straight-arrow. Guess you really did rub off on me. I'm definitely not my daddy's girl anymore. Haven't been for years…" She stared directly at him, her green eyes as usual managing to bore themselves into him.

"Just know Peter…that no matter what we are to each-other, for you…it was worth everything"

Spider-Man was taken completely off-guard. He knew what she meant when she said that. She still cared about him, still wanted them to be more then friends…but what could he say to that? Especially after everything that had happened to him…Mary Jane's face came back into his mind.

"Felicia I…"

Peter was cut off when a man in what he recognized as a SHIELD uniform of some kind walked in. He turned to regard the two superheroes.

"Hello. I need to speak with Miss Hardy in private"

"Oh, SHIELD huh? Gee, I'm flattered really" She turned back to Spider-Man: "You should probably go"

Spider-Man nodded, and then, solemnly, left the room, wondering what SHIELD of all people had in mind for her…

-X-

Felicia sadly watched Spider-Man go before turning her attentions back to the SHIELD agent.

"Alright, what's this about?"

"Felicia Hardy, I'm agent Clay Quartermain of SHIELD, and I've been sent on behalf of SHIELD to make you a deal"

Felicia raised an eyebrow. "Oh really? And what would that be?"

"As I'm sure you are aware, SHIELD has in the past frequently made use of "superheroes" such as yourself, and we also possess authority in every part of the world…"

"I think I can see where this is going…"

"…So, I am here now to make you an offer: join SHIELD, and become one of our agents, and we will make sure that you won't spend a day in jail"

Felicia considered. She would be a fool to turn down the offer, since there really was no other alternative, but she wasn't going to go in _completely_ blind. She asked: "What about Cat's Eye? I'm sure you know about that since you people know about _everything_…"

"You will still have access to your Cat's Eye resources but you will have to report any findings made there as well as any cases the organization involves itself in to SHIELD. Can't give you access to resources we don't know everything about I'm afraid."

"First a hero now a super-spy cop. Oh, my dad must be spinning in his grave…"

"Miss Hardy, what is your decision?"

"Yes of course. But if I do agree, then I've got a personal assignment I'd like to finish before you guys send me off on some espionage mission or whatever…"

"As of the events of yesterday and today we are well aware that something is going on with Spider-Man, and for now you are free to assist him with his personal matters. But don't get _too_ attached to it. I saw the way he was when he left here"

Felicia smiled. There was really no way she was going to be able to break this to Spider-Man slowly, but she would cross that bridge when she came to it. Instead, she replied to Agent Quartermain:

"You have yourself an agent of SHIELD"

-X-

Hobgoblin watched the news with a mix of annoyance and disappointment. Ryan had failed him, and after having become so powerful too. Hobgoblin shook his head. He couldn't rely on anyone it seemed. No one except himself. So be it.

"Its such a cliché, but it must be said: if you want something done right, do it yourself. Spider-Man, you think you've seen the worst of what I have to offer? You haven't seen anything yet…(hm, that was sort of a cliché too…)

**Author's Note: And that's that! Longest chapter ever! Well, here's hoping the next one will be a little shorter at least. Get ready everyone, we're coming to the end!**


	14. The Finish Line

Chapter 14: The Finish Line

Peter knocked on the massive doors of the Osborn Mansion staring him down. After a while, it was answered by Liz, who smiled upon seeing that it was Peter. She was also holding Normie in her other arm, who was currently in the process of dozing off.

"Oh hey Peter. Is there something you need?"

"Uh, yeah. I was kind of looking for Harry. Is he here? I mean, I heard about what happened and I just wanted to talk to him…"

"Oh, of course. Yeah, I'll get him…"

Liz turned and called out: Harry! Its Peter!"

For a moment, no one came, but then, Peter could see Harry making his way towards them, and Peter could see from a distance just how tired and exhausted he appeared. As he got closer, Peter could see the large bags under his eyes, and even his brown hair seemed a little disheveled.

"Oh, hello Peter. Please, please, come in"

Peter nodded and walked in as Liz shut the door and went back to tending to Normie. Peter and Harry went to another part of the mansion, out of ear-shot of her. "OK Peter, what's this about?"

"Harry, are you OK? I mean, I heard about what happened, and I just thought I should check up on you"

"Peter, that was days ago, you just heard now?"

"Harry, I am concerned. Are you OK?"

"I'm fine Peter. That psycho barely left his mark on me. Your friend saw to that…"

Harry said friend with just a hint of resentment. Spider-Man had always been a topic the two never discussed after what had happened to Harry's father, and for a time, that had put strains on their friendship, before the business of school and their careers did that better then any misunderstanding with a superhero…

"Hobgoblin mentioned that "everyone Spider-Man ever cared for" would be killed" Harry said, breaking the silence. "Where exactly do I fit into that?"

Peter found himself caught off guard. Now Hobgoblin had seriously put him in a tight spot. And the last thing he needed at the moment was Harry knowing who he was.

"Well, I guess because you're my best friend. I am the guy who takes Spider-Man's pictures after all"

"So you mean to tell me that he cares about the best friend of the guy who takes his pictures?"

"Yeah…I guess that's what I'm saying"

"Well, that doesn't sound right…"

"Well, then maybe he was just making that usual super-villain vow to make Spidey nervous, and plans to hurt his loved ones later. But you weren't one of the people Spider-Man really cares about, you know, like _really_ cares about…Hobgoblin just wanted to kill _you_, because…because…"

"Because my father was the Green Goblin, and he wants the legacy all to himself"

Peter cringed slightly. He really did not want to bring that up, knowing what a touchy subject it was for them both, but Harry had said it instead.

"Well I guess that makes a lot more sense. Even though he should have known that I've left that part of the family legacy dead and buried"

"Yeah, and I'm glad to hear it. But…just take care of yourself OK Harry?"

Harry managed a weak smile. "Of course Peter. Don't worry about me. Just worry about yourself, and I'm sure that Spider-Man or someone else will stop the Hobgoblin…"

-X-

No sooner had Peter returned to the Daily Bugle was he already being pelted again by the usual sounds, noises, and above all, "the Jolly One's" incessant screaming and ranting. As Peter looked on, he could see that this time it was him shouting (again) at Robbie Robertson.

"WHADDYA MEAN THEY LET HIM GO?"

"Jonah, please keep your voice down. The doctors said they let him go because SHIELD was there and they said that Spider-Man was allowed to leave the premises. SHIELD's authority outranks the police, who are also refusing to make a statement. Between that and the fact that Peter didn't get pictures, I don't think we can even print the story…"

"WHAT? BUT HE'S A VIGILANTE! THEY'RE LETTING A DAMN VIGILANTE RUN FREE!"

"Jonah, keep your voice down. Listen: with SHIELD and the NYPD not making statements and no pictures, we'd need a statement from Spider-Man himself if we wanted any kind of story that people would believe. And I know that you don't want to ask Spider-Man for _his_ opinion…"

"No I don't!" Jonah shouted, lowering his voice only slightly. "And what the hell do you mean they won't believe it? This is New York City! We've had costumed wackos beating the crap out of one another for over 10 years! And we've also gotten mutants, giant robots, mutant-hunting robots, aliens, "Gah-Lak-Tus" or whatever the hell the purple space giant's called, and who knows what else!"

"I believe its "Galactus" and Jonah, we don't even know what it was that happened at the hospital, whether it was a mutant, a Skrull, or what. Jonah, we don't have enough information for a story…"

Faced with this information, Jonah did not respond but instead just stood there fuming, his face growing red. Peter decided that it would be best to keep his distance and wait for it to cool over before approaching Robbie for a new assignment…

As Peter tried to unsuccessfully distract his mind from his current ruminations about Felicia, who he had been thinking about almost non-stop since he left the hospital, Jonah continued to rant like a madman: "I swear that whatever happened down there, Spider-Man's responsible. I know it! I've been on him since the beginning! I know something happened down there, and with God as my witness I'm going to find out what! Even if I have to…"

Jonah was cut off when a deafening boom tore through the air as something blasted the nearby window to pieces sending the entire building into a panic. Fire was everywhere, rubble and broken glass was being sent in all directions, people were screaming out about terrorists, and Peter's spider-sense was buzzing _**hard. **_It didn't take him long to figure out who it was that was doing this.

_No, no…not now, not here…_

Sure enough, out of the flames and smoke came the Hobgoblin on his glider, cackling like a madman. He stood upright as he stared down J. Jonah Jameson, who Peter feared would have a heart attack at any moment.

"You want the wall-crawler's secrets do you? You want to know more about him?"

Peter's eyes widened in horror. Everything slowed down as it sunk in what was about to happen, and how he was completely powerless to stop it.

"…Then how about the biggest secret of all?" Hobgoblin chuckled and then pointed an orange-gloved finger directly at Peter Parker.

"PETER PARKER IS SPIDER-MAN!"

-X-

Peter sat in uncomfortable silence as he was stared down by J. Jonah Jameson, Robbie Robertson, and Phil Urich. Outside, emergency workers, firefighters, and police were sifting through the debris and doing their best to clean up and repair the damage done to the Daily Bugle. Everyone else had been cleared out, leaving Peter alone to face "the big 3 of the Bugle" as he had previously called them.

"Well Peter?" Ben asked him. "Is what the Hobgoblin said true? Are you Spider-Man?"

"No, I'm not! And if I was do you really think I'd tell you? And besides, that's the HOBGOBLIN. A super-villain. A murderer. And you're taking _his_ word as the truth?"

"Normally we wouldn't, but in all fairness Peter, there are certain things about this that can't be overlooked" Robbie said apologetically.

"Yes" Urich added, once more taking charge of the conversation. "Such as, the fact that in the nearly 10 years you've been here, you've been the only one who has ever managed to get photographs of Spider-Man and his various battles and misadventures"

"That's because most of the time I'm the only photographer who works here!"

"Yes, but photographers from other newspapers. They've never been able to catch photos of Spider-Man the way you can. How do you explain this?"

"Luck? Skill? Some psychic intuition? Come on Ben, we've been friends for years, and now all of a sudden you guys have me in here like its some kind of interrogation! Look…if you guys must know, I got lucky the first few times, but he caught me one of those times. After that, we made a deal: he'd let me take his pictures, calling me whenever he was about to leap into action, and in return, I'd give him some of my pay. You know, so he can eat."

"So the web-head was swindling you!" Jonah shouted, speaking for the first time since their pseudo-interrogation began. "You see? What did I tell you! He's a crook! A fraud! A con-artist! He was using Parker, and my newspaper at that, to make himself a quick buck! Why the nerve of it makes me want to form a posse and hunt that red-and-blue (actually black now) charlatan and hang him up by his own webs! I WANT SPIDER-MAAAAN!"

"Jonah calm down" Robbie turned back to Peter. "Peter, if what you say is true, then you're off the hook. But if it turns out its not true…"

Peter cut him off: "Uh, how about we don't go there? I told you guys the truth. So can I go now?"

Robbie, Jonah, and Ben Urich all exchanged wordless glances. Finally, Robbie turned to Peter and nodded. Breathing a sigh or relief, Peter got up and left the Bugle with a fair bit of speed, but not too fast that he would attract more suspicion….

-X-

As Robbie Robertson, Ben Urich, and J. Jonah Jameson all watched Peter go, Robbie turned to Jonah and asked: "Well? What do you want us to do Jonah? Should we press the issue, or do you want to hold off for now?"

Jameson did not respond, instead deep in thought on all that had transpired in the last few moments. He was currently experiencing quite a bit of conflict, what with having a man who he had come to love and respect in his own way possibly being the same person he hated with a burning passion. But if it wasn't Peter…Jonah decided to give his best photographer the benefit of the doubt.

"We'll wait"

-X-

Peter returned to his apartment and shut the door with a deep sigh. On top of everything else, he now had losing his secret identity to worry about. The Hobgoblin just wouldn't let up. Wouldn't relent for one second. It seemed that every day now he was taking or trying to take something from him. Well now Peter was done. Done with letting things be taken from him. He couldn't afford to stay on the defensive anymore. He had to take the offensive now, actively seek out the Hobgoblin and take him down, or their war would just drag on indefinitely until Peter eventually slipped, Hobgoblin got lucky, or both, and then he would be without what precious little he still had left in his life. He couldn't let that happen…

"Peter"

Peter's heart skipped a beat as he turned around to see Black Cat clinging to the wall outside of his window. Next thing he knew she was in his room.

"Felicia, I…I thought that…"

"I'm with SHIELD now. It's a long story"

"What? What do you mean you're…?"

"They made me an offer to join them, I took it. But none of that matters right now. Peter, I heard what happened down at the Bugle. Are you-?"

"I'm fine for now" Peter said, cutting her off. "I managed to convince them that I'm _not_ Spider-Man, but knowing Jonah, I'm probably not getting off this easy. And if this gets out…"

"Don't finish that sentence please. The last few days have been bad enough as it is…"

"I know, but this madman has really been waging an all-out war against me, and if I don't do something to change this now, I'm going to be backed up against a corner with nowhere to run…"

"What are you saying?"

"I'm saying that if Hobgoblin wants a war, he's about to get one. Because I'm not going to rest until I find him"

-X-

J. Jonah Jameson sat in his office alone, working feverishly on his typewriter to finish up the next day's paper and attempting to get his mind off the events of the previous day. Jonah liked working on his type-writer, which, he liked to boast was as old as the press in New York City, and he kept it in good condition. He felt just a bit more relaxed as he watched the continuous motions of the type-writer, the familiar "ding" sound and then pushing it back and repeating the whole process over giving him a strange sense of comfort. The orderly routine relaxed him, he found, and it was the only time he wasn't inclined to necessarily scream his head off.

But then the telephone rang and his irritation quickly came flooding back in. With a sigh, he picked up the phone and placed it to his ear.

"Yes, yes, hello? What do ya want?"

A dark and maniacal voice spoke on the other end, its tone dripping with sadism.

"Hello Mr. Jameson. Surprised to hear from me? Now, I know that you haven't printed the story that I so generously gave you yesterday, and I must say that I'm rather disappointed. What's the hold-up?"

Jameson felt his blood pressure rising, and just as much out of fear this time as anger. He replied angrily: "Now you listen to me you garish-looking wacko. I'm not fully convinced that what you've told the Bugle is true. And until I am convinced, I'm not printing any story. Because the Bugle only prints facts!"

The voice on the other end chuckled. "Is that true? Well, I'll just take your word for it. Its just too bad that you didn't cooperate with me when you had the chance…"

"What the hell is that supposed to mean? Listen you, if you don't tell me who you are and what's going on in 1.5 seconds, then I'm gonna—"

The voice cut him off as it continued. "You know I just thought that I'd let you know I really have always enjoyed your editorials. Your frequent slander of my hated foe was appreciated. But, unfortunately, I'm afraid that you've angered me. And I can't have that. So here's how its going to go: I'm about to blow up your office building and everyone in it, but in light of the things I said before, I'm going to give you 90 seconds to clear out. Sound fair?"

Jonah's blood-pressure rose ever higher as his heart started pumping at a hundred miles per minute. His hands grew sweaty and his forehead felt hot as he found himself unable to keep up his usual fierceness in his reply: "You're…bluffing"

"Maybe I am, maybe I'm not. But are you willing to risk quite a few innocent lives on the chance that I am? Oh and by the way, the bombs I took the liberty of planting just began their countdown. So if I were you, I'd start right away…90. 89. 88…"

His mind kicking into survival mode, Jonah leaped out of his chair with the agility of a man 30 years his junior. He bolted out of his office screaming at the top of his lungs:

"Everyone get out! Everyone get out now! That lunatic planted bombs in the building! They're going to blow in a minute!"

Robbie grabbed Jonah and held onto him tightly. "Jonah, calm down. There are no bombs…"

"DON'T YOU TELL ME TO CALM DOWN ROBBIE ROBERTSON! THERE ARE BOMBS IN THIS BUILDING. EVERYONE GET OUT! DO YOU HEAR ME? OUT! OUT!"

Most of the Daily Bugle staff heeded their boss's loud warnings and bolted for the exits in a panic as Jonah struggled to free himself from Robertson's grip, his blood pressure rising ever higher as he continued to scream. But Robbie's grip was firm. Finally, Jonah stopped struggling, looked up at Robbie and weakly said:

"Robbie please…trust me. Before its too late…"

There was a brief stare down between the two before Robbie nodded and let Jonah go. But alas, as the two were making their way to the exit along with a few others, there was a series of deafening explosions and Jameson found himself surrounded by a blinding inferno that was the last thing he saw before blacking…

-X-

It all came off as such a blur to him. First the news coming and then his mindless frenzied swing to the site. It all happened so fast that already he no longer remembered it. The whole thing felt like an out of body experience as he forced his way through the smoke, seeing firefighters and emergency workers helping ferry the injured and unconscious to safety. He could see Robbie Robertson, still alive, among those being led away.

Spider-Man fought his way through the smoke, flames, and rubble, and there he was, lying sprawled in the center of the floor: J. Jonah Jameson. And he was still alive, in spite of quite a few lacerations.

Jonah looked weakly and could see his most hated foe staring him down. His hand was extended.

"Jonah…please. Take my hand"

Jonah's shell-shocked and horrified expression didn't fade, but as Spider-Man saw, he was moving, ever-so-slightly. Then, finally, he weakly raised an arm, extended his hand, and took Spider-Man's own.

-X-

"That psychopath's crossed the line this time" Spider-Man said darkly to his fellow Marvel Knights. There was silence in response, although he could see Daredevil and Moon Knight nod in response. Black Cat and Black Widow just looked grave, a dead seriousness in their eyes that he had seen from Felicia only a few times before.

Finally, Moon Knight said: "I agree. He has to be stopped here and now. But how to find him? The Hobgoblin has remained ever-elusive, and all attempts to trace back the call he made to the Daily Bugle have failed. So what do you propose we do?"

"Me? Why are you asking me? I don't know how to find him. If I did I'd have done so by now…"

"True, but you are his nemesis. I figured that if anyone could find a way to draw him out of hiding, it would be you"

"Yeah, well, I can't"

Moon Knight fell silent for a moment before then saying: "here is what we will do: I'll take the Moon-Copter and comb the city. Black Cat will make use of her Cat's Eye organization and Black Widow, her SHIELD contacts. We will, in essence, start a man-hunt. And when that happens, we either find him, or pressure him to come out and face us, at which point you Spider-Man, will take him down"

Spider-Man sat silent for a moment. He and Felicia had tried something like this before with Cat's Eye and all it had done was make everything worse, not to mention cost Felicia her secret identity. But what else was there to do? His options were, as always, few.

"Alright. But while you guys are doing that, I've got a few stops to make…"

-X-

Peter pulled out the case and opened it. He stared blankly at what lied within, the ugly memories and failure he now associated with it coming to the forefront of his mind. He's sworn never to wear this costume again. That was why he'd burned it. He would of burned this one too had Mary Jane not made it special for him.

But now here he was, looking down at this red and blue costume, one of his late wife's last gifts to him, and in spite of all of the pain that included, all of the loss, all of the hate, he was going to re-don that which he had forsaken. For this. For what would be his _**real **_final confrontation with the Hobgoblin. He would wear this.

He could almost hear what his wife would have said had she been there as he came out in his old red and blue…

"_Go get em' Tiger"_

And so, swinging through the city once more, off to face his foe, the Amazing Spider-Man returned.

-X-

Spider-Man's swing through the city was interrupted when he heard a man calling his name. Turning around, Spider-Man saw who he recognized as Daniel Kingsly calling out for help.

Spider-Man swung towards him and entered through the window. As he did, he could see Daniel Kingsly was visibly sweating, shaking, and all of the color in his face had disappeared. He resembled Beetlejuice now, though there was nothing amusing about his current state.

"What's wrong Mr. Kingsly?"

Daniel Kingsly tried to speak, but his teeth were chattering as his whole body continued to shake. Spider-Man extended a hand and placed it on his shoulder.

"Daniel please, what is it. Is this about your brother?"

Daniel's look of pure terror didn't fade in the least, but this time he was able to get the words out:

"Listen to me Spider-Man…I….I didn't mean for any of this to happen, I swear! I didn't want anyone to get hurt…its just I….I…I'm not like my brother! Don't think I'm like my brother! Its just that I was scared is all, I…"

"Mr. Kingsly, what are you talking about?"

All of a sudden, Daniel Kingsly, exploded, screaming at such a volume that Spider-Man was taken-aback.

"I lied! I lied! Do you hear me I lied! I'm so sorry Spidey, I didn't mean to, its just that…"

"Daniel, what did you lie about?"

"Hobgoblin! He—"

A razorbat flew through the air, zooming past Daniel Kingsly's throat. For a moment, there was only silence, as Kingsly looked at Spider-Man with a mix of terror, anxiousness, despair, and repentance, before blood began seeping from his neck and he collapsed.

"NO!" Spider-Man shouted. He rushed to Daniel Kingsly's side and felt his pulse nothing. Spider-Man felt a mix of emotions go through him, rage clouding his vision and adrenaline pumping through his veins. Whipping around, Spider-Man could see Hobgoblin soaring away on his glider.

Sprinting forwards, Spider-Man burst out the window and swung after Hobgoblin as fast and furiously as he possibly could. No more games. No more tricks. No more death. Spider-Man was ending this now.

Spider-Man swung faster and faster, finally getting close enough to a rapidly retreating Hobgoblin that he could fire a web-line and web-zip towards the villain. Soon, Spider-Man was on top of Hobgoblin and pummeling him as hard as he could. Hobgoblin managed to shake him off, but Spider-Man kept up his pursuit, now much closer to his nemesis then before.

Hobgoblin hurled a razor-bat at Spider-Man. Spidey webbed it and hurled it back at Hobgoblin, who flew out of its path. Spider-Man swung back in for another go and was on top of Hobgoblin once more, the two engaging in a desperate struggle and punch-out as each tried to force the other off the glider, which, unable to stand the two's combined weight, began to spiral out of control. Even worse, rain began to come down in droves, making it even more difficult for Hobgoblin to see and steer the glider. Soon, as Spider-Man and Hobgoblin's fight intensified, the glider lost momentum completely, spiraling right into a bridge that brought back painful memories long buried…

Spider-Man landed with a crash on the top of the George Washington bridge that caused his shoulder to become enflamed, to say nothing for how the rest of his body felt. Rising to his feet as the world swam a little, Spider-Man looked past the rain and could see the Hobgoblin also rising to his feet, his orange cape now a little torn. Spider-Man's fists tightened as he shouted out to Hobgoblin: "You murdered your own brother!"

"He was not my brother"

Spider-Man shook his head. Hobgoblin really had become a complete monster in every sense of the word. Well, not it was going to end. Hobgoblin had revealed himself at last, and now, Spider-Man was going to finish it.

Without warning, Spider-Man launched himself at the Hobgoblin, who responded by unleashing a flurry of razor-bats. Spider-Man dodged past them as best he could, only to be left with a few cuts on the sides of the torso and arms. Steeling past the pain, Spider-Man began attacking him with all of the strength and speed he could muster. Hobgoblin dodged most of Spider-Man's punches and kicks as they came, replying with blows of his own that Spider-Man quickly found were more disciplined and precise then the random punches of someone with super strength. He was using Ju-Jitsu.

Spider-Man dodged out of the way of Hobgoblin's next punch and then kicked him in the side, forcing him back a bit. Hobgoblin pressed a button on his wrist armor, activating his glider and sending it blasting forward at Spider-Man. Spider-Man leaped over it only to feel a length of chain wrap around his legs as Hobgoblin pulled him down. Spider-Man could see a chain whip coming out of his gauntlet.

"You're not the only one who has toys that can bind and restrain"

Spider-Man grabbed the chain and yanked on it, prompting Hobgoblin to hold onto it tighter. Exactly what Spider-Man had been hoping for, he kept pulling, until the chain broke between the two of them pulling in unison. Grabbing the piece of the chain still binding his legs, Spider-Man tore it apart as Hobgoblin popped out a wrist-mounted blade on his gauntlet and charged at him. Seeing him coming, Spider-Man quickly dodged out of the way as Hobgoblin thrusted and slashed at him with the blade.

"Wanted to make sure these worked for Gargan before I tried them myself. Impressive no?"

Spider-Man responded by punching Hobgoblin across the face, who retaliated with a hurled pumpkin bomb. Lightning flashed as Hobgoblin lunged at Spider-Man again, wrist-blade extended. Spider-Man grabbed his arm and broke the blade off with his other hand. Kicking Hobgoblin back, he stabbed the blade into Hobgoblin's cape to restrain him and began punching him as hard and fast as he could. Hobgoblin lunged forward and punched Spider-Man, his cape ripping as it separated itself from the pinned portion. The two then entered another brutal exchange, Spider-Man and Hobgoblin exchanging blow after blow before Hobgoblin took a knife out of his armored boot and slashed at Spider-Man, leaving a cut in his side.

As Hobgoblin clutched the now bloodied knife in his hands, he looked around the bridge and then smiled wickedly as he looked back at Spider-Man.

"Back to where it all began eh? Fair enough. It is somewhat poetic I suppose…"

"Shut up!" Spider-Man shouted, tackling Hobgoblin backwards. Lightning flashed once more as the two continued to struggle, Spider-Man punching Hobgoblin viciously.

"Why did you say that? You weren't here! You didn't become the Hobgoblin until years after what happened here!" Spider-Man shouted, long suppressed memories of the day he lost his first love returning.

Finally, Hobgoblin kicked Spider-Man back, making another thrust with his knife. Spider-Man dodged it but Hobgoblin grabbed Spider-Man's mask with his other hand and tore it off. Spider-Man leaped backwards to dodge the next strike of Hobgoblin's knife. He chuckled as he saw his foe standing there, unmasked before him.

"Heh, heh, heh…look at you. Its still hard to believe its you underneath that mask…"

"What are you talking about?" Spider-Man growled, still holding his fighting stance. "I never met you as Peter Parker!"

Hobgoblin chuckled again in response to that. "Ah, this is too good. Well, I suppose that we _should _keep it fair…"

His wicked grin ever present, Hobgoblin pulled back his hood, and then, his hands went for his mask. Slowly but surely, he pulled it back, before tossing it to the side, and Spider-Man's eyes widened in horror upon seeing who it was. Nothing could have prepared him for who he saw staring back at him under the mask…

**Author's Note: Holy crap, we're almost done! Just one chapter left! Man its been a long ride hasn't it? Well, thanks to everyone who has held in for this long!**

**Also a request: please do not just guess who the Hobgoblin is in your reviews. For me all that guessing kills the suspense. But you're free to say anything else. Thanks!**


	15. In the beginning

Chapter 15: In the beginning…

**Author's Note: Woo! We're finally at the end! Thanks to those who have stuck in and kept reviewing up to this point. This story's been a pleasure to write, and I'm extremely pleased with how it turned out. Enjoy the finale everyone!**

"You?"

Harry Osborn gave his old friend a smug-looking smirk as lightning flashed once more.

"Yes Peter, its me. Surprised? I'm a little disappointed. I'd have thought you'd have had enough common sense to guess. Of course then again that's why I became the Hobgoblin and not the Green Goblin. Didn't want you knowing that it was _me_ who was tearing your life apart…"

Peter's world felt like it was crumbling all around him. His body grew numb as his mind tried desperately to deny the painful and nightmarish truths that he was now confronted with. His best friend…his oldest and greatest friend, had been the architect of all his suffering…

Peter felt empty inside, as if someone had dug right into his soul and torn it right out of his body. In a way, Harry had. But he had to know…

"Why Harry?" Spider-Man asked weakly.

Harry's smug smile turned into an annoyed frown. "Why? Come on Peter, are you really that stupid? I should think it's obvious why I did all this…"

As Harry's words sunk in, Peter's emptiness was suddenly filled with a bottomless amount of anger and fury. His fists tightened, his body shook violently, and his facial expression became one of murderous rage and righteous fury mixed into one. His oldest and greatest friend had committed the worst betrayal imaginable, and the more this sank in, the greater his fury became…

Without warning, Spider-Man launched himself forward and started mercilessly pummeling his old friend, landing punch after punch, blow after blow, holding absolutely nothing back.

"Is that what this is about?" Spider-Man screamed as he punched out one of Harry's teeth. "A misunderstanding?"

Spider-Man knocked Harry back with another punch.

"I didn't kill your father Harry. But I'm definitely going to kill you"

Harry rose to his feet, the rain washing away only some of the blood now covering his face. He managed a weak smile as blood trailed down and out of his nose and out of the hole where his tooth used to be.

"No Peter…I know that you didn't really kill my father. I've known for years. This isn't about revenge in the strictest or most literal of senses. This is about finishing what the old man started. About carrying on a legacy. About proving to myself that I _**am **_the son my father always wanted! NOT YOU!" Harry's voice rose and his tone finally became one of anger as he spoke that last bit. Spider-Man was left dumbstruck. This…all of this, everything his old friend had done…he'd done out of jealousy and to gain his late father's approval…

Before he knew it or could do anything about it, Peter felt his blind fury and vengeful rage rise up once more as he went at Harry again. Peter didn't think he'd ever moved faster or hit harder before in his life, and he'd been driven into a vengeful fury before. But this was more then that. This was a betrayal. A monstrous betrayal, one that deserved no mercy or sympathy for the perpetrator, only more punches.

So Spider-Man gave them. As he did, Harry desperately attempted to defend himself to no avail, his now half-hearted strikes easily dodged or blocked and countered with more punches. Harry shouted out in the midst of it all: "You were so gullible the entire time Peter! To think that it was Kingsly back for old grudges! Kingsly was an idiot! He could have never pulled this off…" Harry was interrupted by another punch to the jaw. Harry responded by kicking Spider-Man back a bit and calling his glider back to him. Warned by his spider-sense, Spider-Man moved out of the way as the glider came rocketing forward…and towards Harry.

"Fuck"

The glider rammed into Harry, knocking him off the side of the bridge. Seeing him plummet, Spider-Man raced after him as the glider also dove towards its master. The glider got to Harry first, who re-boarded it and flew towards Spider-Man. But Spider-Man was ready for him, swinging into him with both legs extended, which knocked Harry back. Harry responded by pulling back his cape to reveal a back-mounted scabbard from which he drew a slightly curved sword, swinging wildly with it left and right in an effort to hit Spider-Man. Spider-Man swung out of the way of the slashes and thrusts and grabbed onto Harry's cape. He wound up tearing most of it off before web-swinging out of the way of another swipe of Harry's sword.

Harry blasted forward towards Spider-Man on his glider, which shot out a small missile. Swinging out of the way, Spider-Man watched as the missile collided with part of the bridge, sending fragments of stone flying in every which way. Realizing that he had to end this before anyone else got hurt, Spider-Man swung back around, kicking Harry and dodging the next swing of his sword. Going behind him and restraining his arms, Spider-Man forced Harry to steer the glider down into the river. But Harry resisted, sending the glider and its two passengers instead onto the bridge itself. They crashed violently to the ground, both tumbling across the bridge in different directions as the glider went spiraling out of control, colliding with the side of the bridge and exploding in a mess of fire and shrapnel.

Rising to his feet first, Spider-Man charged towards Harry yet again, who whipped around with a gun in hand. Spider-Man sprinted forwards and kicked Harry back, the one shot he made with his gun missing its red and blue mark completely and whizzing through the air and then into the water below.

With a vicious jab to the side, Spider-Man forced Harry to drop his gun. Harry tore off what was left of his cape with his free hand while simultaneously making more half-hearted slashes with his sword-hand. Spider-Man grabbed Harry's sword arm and wrenched the blade from his grip, simultaneously kicking Harry back further as he did so. Harry backed up against the very edge of the bridge, and Spider-Man pinned him against it by jamming his sword into his shoulder.

Harry screamed in pain as he grabbed the sword and attempted to wrench it out of him but Spider-Man cut his escape attempt off by punching him without mercy, ignoring the onlookers who witnessed the no-holds barred beatdown in horror.

Spider-Man just kept at it. He was almost mindless now in his rage and bloodlust. All of the anger and fury and pain and sorrow that had piled up on him over the last month all came out in his never-ending onslaught.

But then finally he paused. He just stood there, frozen, his now blood covered fist hovering in mid-air, ready at any moment to launch outwards once more but not doing so. Spider-Man's gaze fell to the limp, bloodied, and defeated form of his former friend. He looked pathetic in this state, and as Spider-Man continued to watch, he could see that Harry was still struggling, clutching a pumpkin bomb in his hand and struggling to set it off. Spider-Man shook his head. So this was how it was. He was so hellbent on killing him he'd blow himself up to do it.

Only barely suppressing his disgust, Spider-Man knocked the pumpkin bomb out of Harry's hand before he could activate it. Harry looked up at him with a face filled with enough hate for a dozen of his enemies. Spider-Man was unfazed. That wasn't his friend looking at him like that. No, his friend was dead, just another one of Hobgoblin's victims.

"Its over"

When Spider-Man said nothing else, Harry raised an eyebrow. "Is that it? Not going to kill me like you promised? I knew it. Underneath that badass avenger façade you're still the same boy-scout I remember you—"

Harry was cut off when Spider-Man punched him across the face again.

"Don't tempt me. I can definitely kill you right here. But I'm not going to. And not because you don't deserve it because that sure as hell isn't true. No I'm not going to kill you because I'm the better person. Because I'm not going to let some petty revenge and warped obsession over a lost love one consume me the way you have. Because you and I used to be best friends, and until just moments ago, I thought we still were. But now you killed my best friend. And not to mention now you're all alone. Your best friends, your wife, your son, you threw them all away. And for nothing"

Harry just glared darkly at Spider-Man as he told him all of this, the blood continuing to run down his face, which remained in this twisted mask of anger and hate for seconds after Spider-Man was done talking too. He just kept glaring. So that's all there was left of it then. A glare.

Finally, Harry broke the silence, shouting in a fury: "Do you think that this means anything? Do you think that any of this will stop me? Jail's not going to hold me! Neither will those idiots at SHIELD! I'll just come back! And what if I _do_ stay in jail huh? What then? I'll just tell them. I'll tell them everything I know! And then you'll be finished! Don't you get it? No matter what,_** I**_ win!"

Spider-Man's fists tightened. Harry was right. If he let him live, Harry would either escape prison and come back to haunt him once more, or he would stay in jail but would expose his identity. And if Peter killed him, then Harry would have driven him to it, and then where would that leave him? Everything he had just said, and everything he had ever fought for would be thrown away…at which point he might as well hang up the costume himself.

But he didn't have a choice. Things had to be the way they were. Harry had to go to jail and stay there, even if it meant that Peter would end up going to jail himself. He sighed deeply. Harry had won. Well, he'd put up the best fight that he possibly could, and his remaining loved ones would be safe, so there was that to be said. He always had been about putting others first. Why should this be any different? If he was going down with his enemy, then so be it. At least his friends and family would be safe…

A huge crowd had now formed in front of the fight. The rain didn't seem to deter any of them, including those that had already taken out their cell phones and cameras and were all snapping picture after picture of Spider-Man standing there with blood-covered fists and the Hobgoblin slouched up against the side of the bridge and unmasked as Harry Osborn. Spider-Man turned to them, and could see how outright horrified they all looked, many of them cautiously eyeing Spider-Man's bloodied fists. He felt a rising sense of guilt. Bad enough that he was going to jail, but after this everyone would think of him the way Jonah always had: as an unpredictable, dangerous vigilante. As a menace…

But then Spider-Man's ears picked up a humming sound. Looking up, he could see a helicopter coming in overhead, and out of it several SHIELD troops led by Black Widow. She turned to the crowd and ordered them to disperse. When they didn't listen and one found it more fun to snap photos of her…features, she grabbed the man's cell phone and crushed it in her hand, shouting once more for everyone to back away. This time people listened.

Black Widow then turned her attention to Spider-Man and Harry Osborn, her gun aimed at the latter's forehead.

"Harry Osborn, you are under arrest for murder, conspiracy to murder, identity theft, blackmail, and arson. You will be placed in SHIELD custody"

"Go to hell woman. I'm not letting you James Bond idiots take me anywhere-"

Black Widow fired off a shot that missed Harry's head by mere inches. She then returned his glare with one of her own.

"The next shot will be between your eyes"

Black Widow turned to one of the SHIELD agents: "Agent Koeling, Agent Dooley, cuff him"

"Yes ma'am"

The SHIELD agents moved in with their rifles trained on Harry, who was still struggling to remove the sword embedded in his shoulder. Then, as they were nearly upon him, Harry finally yanked the blade out, madly slashing out with it at the SHIELD agents. The first swing slashed one across the chest, forcing him back. Harry then jammed the blade into the chest of the other agent, before several gunshots rang out. As a horrified Spider-Man looked on, blood began to pour from Harry's body…

It all happened too quickly for him to react. Harry gave his old friend turned hated enemy one last look of contempt, and then went tumbling backwards off the edge of the bridge. By the time Spider-Man reached the edge and looked down, there was nothing to be seen in the waters below…

-X-

It was dead silent in the room that was filling in for J. Jonah Jameson's now destroyed office. Peter nervously looked back and forth between Robbie, Ben Urich, and Jameson himself, in a wheel-chair for the time being. After what had transpired, the big three now no longer had a doubt in their minds that Peter Parker was who the Hobgoblin had said he was. The rest of the staff all no doubt had their own opinions, but now final word rested on these three as to what was to be done.

Peter just sat fidgeting in his chair, exasperated at how he had gone from one moment where it seemed that he would lose his identity to another. The grave demeanors of Robbie and Ben and the blank empty stare of J. Jonah Jameson, who looked to have gone catatonic, did not exactly boost his confidence or optimism.

Finally though, Robbie Robertson broke the silence: "Well Peter, what now?"

Taken off-guard for a moment, Peter quickly recomposed himself and said: "What do you mean what now? You three obviously know who I am. What else can I say other then beg you guys not to expose me?"

Peter turned to look directly at J. Jonah Jameson as he continued:

"JJ look: I know you've hated Spider-Man ever since he…well, I, first showed up, but please, hear me out at least. Just…for the sake of all of the years I've worked here…please hear me out"

Peter turned to look desperately at Robbie and Ben. Robbie gave Jonah a look, and after a few moments of awkward silence, Jonah, to Peter's enormous relief, nodded in approval. Breathing a sigh and composing himself, Peter let it all out:

"When I first got these powers of mine, do you guys want to know what I decided to use them for? I decided to use them to get rich. I decided that I would use them to make a name for myself so I wouldn't have to be Puny Parker anymore. And I did. I used my powers to win a wrestling match, made some money, and next thing I know, I'm so high and mighty I decide that a runaway burglar isn't my problem. But then that same man? He murdered my uncle. The closest thing to a father that I ever had in my life. I loved him so much and because of my stupidity he was gone. Look JJ: I know you've accused me of being a menace, and a nutcase, and a glory-seeker, and an attention whore and all those other things. But please know: I never did it for the glory. Never did it for publicity. If I wanted publicity I would have stayed where I was. But I wanted to help people. I really did. That was all I wanted after my uncle died. Because with great power comes great responsibility, and this…being Spider-Man…that was my responsibility"

After Peter was done speaking, there was another very long uncomfortable silence. Jonah just stared blankly at him, and Peter for the life of him couldn't tell what was going on behind his now emotionless eyes. As the seconds turned to minutes Peter grew nervous. But then, finally, Jonah said:

"Parker…what was said in here…stays in here"

Peter breathed a sigh of relief. But Jonah held up a hand.

"However" he said, his old fire quickly returning to him. "While the Daily Bugle will _not _be printing the story of how you are in fact Spider-Man, you Peter Parker are still fired for playing me for a sucker for nine years straight!"

Peter was dumbstruck. It was perhaps some of the most bittersweet news he had ever heard, and knowing Jonah, that was so fitting. Peter almost felt like giving his cantankerous boss a hug but thought better of it.

"Thanks JJ…"

"Yeah, yeah, don't mention it" Jonah said begrudgingly. "Now get the hell out of my office!"

-X-

Peter sat alone in his apartment, his mind going over all of the events of late. In the wake of his exposure as the Hobgoblin, Harry Osborn's assets were frozen and both SHIELD and the FBI had moved in on his fortune only to find that 90% of it had mysteriously vanished, and an extensive search of the Osborn mansion turned up no Goblin equipment or serums of any kind. Liz and Normie went from rich to borderline destitute, left with barely enough to get by. Liz had been inconsolable, and as a result Normie had to be placed in child care until his mother recovered. Peter felt horrible. A part of him felt like he had brought this devastation and tragedy to them, even though as he tried to remind himself that it was Harry's own doing that had ruined his own family. Somehow, that did nothing to ease the pain and guilt.

Guilt…it almost seemed like it had become an inseparable part of him now. He felt guilt for so many things now, more then he ever had previously. It really didn't feel like much of a victory all things considered.

He sighed. Well, there was one thing he could certainly do…

-X-

The old thrill had started to return to him he had noticed. As he swung through the city, the old rushing sensations felt more pronounced, as they had before his wife had died. Even some of that old feeling of exhilaration felt like it was finally coming back…

"Back in the red and blue I see"

Spider-Man was caught off guard as he turned to see Black Cat sitting comfortably on a protruded vent on a nearby rooftop. Swinging around to meet her, he landed on the same rooftop and remarked: "Has this become a regular thing with you? Because there has got to be a better way of getting my attention."

Black Cat chuckled lightly. "Good to hear some of the old light-hearted Spidey again"

Spider-Man lowered his head solemnly. Black Cat had meant nothing by it but he couldn't help but feel negatively effected by her words. Despite what Black Cat had said, he knew full well that there would never be any fully going back to who he once was. That was unobtainable. When Mary Jane died, that had robbed him of his innocence. His shell of cynism may disappear in time, and the quips and banter return in full, but his darkness, the pain in his heart and the guilt that entailed, that would never go away now…

Seeing that she had accidentally said something sensitive, Black Cat's smile turned into an apologetic look. "Sorry Peter. I didn't mean to—"

"Its OK Felicia. Its just that…"

Peter trailed off. He was at a loss for words. Again he found himself struck with how much Felicia had helped him lately. He found himself wondering if he would have ever made it without her, and quickly realized that the short and simple answer to that question was "no". She had been his greatest ally throughout the living hell Harry had put him through. And the more and more he realized this, the closer he felt to her…

She broke the silence. "Look Peter, I…I just wanted to tell you that…well…after everything we've been through this past month, I…"

She stopped talking and moved closer to him. He found himself growing just a little bit stiff as she did. When he saw those green eyes of hers boring into him up close he felt disconcerted.

"Peter, just know that I don't…blame you for anything that's happened to me recently. I'd do everything I did for you all over again if I had to. I just…I can't help myself. I can't because of what we were…"

Peter grew nervous as he raised an eyebrow underneath his mask. He had a feeling where this was headed.

"Felicia, what are you trying to say…?"

"I'm saying that I still love you Peter!" She exclaimed, catching Peter off guard. For a moment he just stood there staring into space before exactly what Felicia had said sunk in. So the truth had come out. She really did still love him, and as more then just a good friend. Peter figured that he shouldn't have been surprised, but after everything he had been through lately, it _did_ come off as a surprise. And he didn't know how to take it either. She had just declared her love for him and he didn't know how to respond. He was a widower, who still had the scars of his wife's murder. He couldn't open up his heart again like this. And so soon too…

She moved closer to him. He was getting tense, trembling in fact. She seemed to be too. She looked desperate, pleading.

"Its just that…I didn't want to push this. Didn't want to try and get things to go back to the way they used to be because I knew how much you loved her…how much you were hurting, but I can't help it. I _want _this."

She went closer to him. Now they were only centimeters apart. Peter tried desperately to remember his wife and also how he and Felicia were just good friends now, but his memories of all of the good Felicia had done for him recently began to enter his mind instead, as his eyes found themselves drawn to her green eyes, white hair, and the curves on her body…

Peter shook his head fiercely and tried to back away. He couldn't think these things. Not now. He loved his wife and he missed her, he couldn't think of another person this way again…

But again the memories of Felicia's selflessness came flooding in and he was powerless to stop them. His arms weakly raised themselves up and wrapped themselves around Felicia's waist as she slowly pulled his mask up to expose his mouth…

Their lips touched lightly at first before passion took over and they began exchanging an intense kiss, gripping one another more tightly as they did so. There was nothing Peter could do now but give in. He had become a hurt and lonely man, and now Felicia's company was the only one that seemed to give him true happiness. And she, as she admitted, still needed him. So they indulged one another's needs.

Finally though, Peter abruptly broke the kiss and began panting, guilt and memories of his late wife rushing in and consuming him like a tidal wave. Felicia also looked guilty.

"I…I'm sorry…"

Peter had a feeling that deep down she wasn't, but then again, he wasn't sure if deep down he was really sorry either. A part of him had enjoyed that, he knew that for certain. But guilt mixed in as well. Did he love Felicia again? The way she loved him? He didn't know…it wasn't something he could face right now…

-X-

Peter returned to his apartment and took his costume off. His thoughts were still fixated entirely on his and Felicia's kiss, and as he found to his grim frustration, he was still no closer to feeling comfortable or at peace with any of it.

What was he to do? He found himself facing love again when he was also both consumed with guilt and fear at the prospect of loving again. He didn't want to be hurt that way again, nor did he want to ever forget Mary Jane or do her memory a disservice…

Peter heard a knock on his door. It couldn't be his landlord, he knew that, so who could it be then? Hoping it was his aunt and fearing that it might be Felicia, he walked over, and opened the door.

The face that greeted him was beautiful, but not Felicias. Hers was a demeanor of innocence, with long blonde hair and blue eyes that contained both compassion and confusion. Peter's own eyes widened in surprise, disbelief, and horror. He never, ever thought he would be seeing this woman again after that fateful night…

"Gwen?"

**Author's Note: And with that cliffhanger added at the eleventh hour, Spider-Man Downfall comes to a close. I hoped that you all enjoyed this story as much as I enjoyed writing it. It really has been a fun ride throughout. And don't despair. All that has been left hanging will be revealed in future installments. But for now, Excelsior!**


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